-----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, NynVxdA0OpenEq9g5DMNEaP0OR3+sLgglQbiG+LeKskxa3Qy9WQE7j5QCO/3Divm 22XTcJWXA+G7p+Xybrra5Q== 0000020520-06-000016.txt : 20060413 0000020520-06-000016.hdr.sgml : 20060413 20060413142718 ACCESSION NUMBER: 0000020520-06-000016 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20060413 ITEM INFORMATION: Termination of a Material Definitive Agreement 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: 20060413 DATE AS OF CHANGE: 20060413 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: 06758067 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 abernathybod.txt ABERNATHY APPOINTED TO BOD 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): April 10, 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 1.02 Termination of a Material Definitive Agreement ---------------------------------------------- On April 11, 2006, the Company announced that Jerry Elliott, President of the Company, is leaving the Company. The Company and Mr. Elliott are parties to an employment agreement dated as of September 1, 2004. Upon his departure from the Company, pursuant to the employment agreement, all of Mr. Elliott's unvested restricted stock will be cancelled and the Company will have no further obligations to Mr. Elliott under the employment agreement. Item 5.02 Departure of Directors or Principal Officers; Election of Directors; -------------------------------------------------------------------- Appointment of Principal Officers --------------------------------- The Company's Board of Directors elected Ms. Kathleen Q. Abernathy to serve as a Director of the Company effective April 10, 2006. On April 11, 2006, the Company announced that Jerry Elliott, President of the Company, is leaving the Company. Mr. Elliott will leave the position of President no later than May 10, 2006. As previously reported, Mr. Elliott had earlier resigned his position as Acting Chief Financial Officer, effective April 17, 2006, in connection with the appointment of Donald Shassian as Chief Financial Officer, effective as of the same date. The duties of the Company's President will be assumed by members of Citizens' Senior Leadership Team, including Maggie Wilderotter, Chairman and CEO; Daniel J. McCarthy, Executive Vice President and Chief Operating Officer; Jake Casey, Executive Vice President; and Donald Shassian, Citizens' new Chief Financial Officer. Upon Mr. Elliott's departure from the Company, the title of President will be assumed by Ms. Wilderotter. In connection with his departure from the Company, Mr. Elliott resigned as a member of the Board of Directors, effective April 10, 2006. Mrs. Wilderotter, 51, has been associated with the Company since September 2004 when she was elected President and Chief Executive Officer. Previously, she was Senior Vice President - Worldwide Public Sector in 2004, Microsoft Corp. and Senior Vice President - Worldwide Business Strategy, Microsoft Corp., 2002 to 2004. Before that she was President and Chief Executive Officer, Wink Communications, 1996 to 2002. Mrs. Wilderotter is a member of the board of directors of The McClatchy Company and Xerox Corporation. A description of the material terms of Mrs. Wilderotter's employment agreement (the "Wilderotter Agreement") is incorporated herein by reference to the Company's 2005 Proxy Statement dated April 20, 2005. The Wilderotter Agreement is filed as Exhibit 10.16 to the Company's Quarterly Report on Form 10-Q for nine months ended September 30, 2004. Item 8.01 Other Events ------------ The information set forth in the press release, dated April 11, 2006, announcing plans to release the Company's first quarter 2006 results, attached hereto as Exhibit 99.2, is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits --------------------------------- (d) Exhibits 99.1 Press release dated April 10, 2006, announcing the election of Kathleen Q. Abernathy as a director of the Company. 99.2 Press release dated April 11, 2006, announcing plans to release the Company's first quarter 2006 results. 99.3 Press release dated April 11, 2006, announcing organizational changes. 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: April 13, 2006 By: /s/ Robert J. Larson -------------------------- Robert J. Larson Senior Vice President and Chief Accounting Officer EX-99.1 2 abernathypr.txt ABERNATHY 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 Corporate Communications 203.614.5218 mbromley@czn.com FORMER FCC COMMISSIONER KATHLEEN ABERNATHY APPOINTED TO BOARD OF DIRECTORS OF CITIZENS COMMUNICATIONS COMPANY Stamford, Conn., April 10, 2006 - Former FCC Commissioner Kathleen Quinn Abernathy has been appointed to the Board of Directors of Citizens Communications Company (NYSE: CZN), the company announced today. Ms. Abernathy is a partner in the communications and information technology practice in the Washington, DC office of Akin Gump Strauss Hauer & Feld LLP. She advises clients on a wide variety of policy and regulatory issues related to the telecommunications and media fields and represents clients at both the federal and state levels as well as before various international and foreign regulatory agencies. Immediately prior to joining Akin Gump, Ms. Abernathy served as a commissioner at the Federal Communications Commission. Nominated by President George W. Bush and confirmed unanimously by the U.S. Senate to a four-year term in 2001, she was responsible for representing the public interest in each of the policy areas under the FCC's jurisdiction, including wireless; domestic and international telecommunications; satellite; broadcast; cable; communications equipment manufacturers; and broadband, IP and other advanced communications technologies. She was intimately involved in developing and implementing domestic policy in each of these fields. In addition, Ms. Abernathy chaired the Federal-State Joint Board on Universal Service and participated in numerous international bilateral and multilateral negotiations, including the 2002 International Telecommunication Union (ITU) Plenipotentiary Conference and the 2003 ITU World Radiocommunications Conference. She was appointed by the ITU to chair the 2004 ITU Global Symposium for Regulators. "We are very pleased that Kathleen is joining our Board of Directors," said Maggie Wilderotter, Chairman and CEO. "She has distinguished herself within the communications industry and brings a strong knowledge of all aspects of communications to our company. She will be an enormous source of advice, counsel and expertise to Citizens Communications as it continues to evolve its operations, products and services. In addition, her knowledge of regulatory interests at all levels of state and federal government will be extremely beneficial to us as communications reforms continue." Before joining the FCC as a commissioner, Ms. Abernathy served as vice president, public policy at BroadBand Office Communications, as vice president, regulatory affairs at US West and as vice president, federal regulatory at AirTouch Communications (a predecessor company to Verizon Wireless). Earlier in her career, she served as a legal advisor to two FCC commissioners and as a special assistant to the agency's general counsel. Ms. Abernathy has been honored by several organizations for her professional achievements. She received the Forerunner Accolade in 2002 from Women in Cable and Telecommunications for her commitment to encouraging, developing and promoting women in the industry, and the Milestone Award in 2001 from Catholic University's Columbus School of Law for her exemplary service to the law school and outstanding achievement in the field of communications law. In addition, she was named one of the most powerful women in television by Electronic Media magazine. Ms. Abernathy received her B.A. magna cum laude from Marquette University and her J.D. from Catholic University's Columbus School of Law. About Citizens Communications Company Citizens Communications Company (NYSE: CZN), is a full-service communications provider and one of the largest local exchange telephone companies in the country. Under the Frontier brand name, the company offers telephone, television and Internet services, as well as bundled offerings, ESPN360 streaming video, security solutions and specialized bundles for small businesses and home offices. Additional information about Frontier's products and services is available at www.frontier.myway.com and www.frontieronline.com. For more information about Citizens Communications, visit 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. # # # EX-99.2 3 exhibit99-2.txt FIRST QUARTER 2006 RESULTS CALL Exhibit 99.2 Citizens Communications 3 High Ridge Park Stamford, CT 06905 203.614.5600 Web site: www.czn.com - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE Contact: Michael Bromley Investor Relations 203.614.5218 mbromley@czn.com Citizens Communications To Release First Quarter 2006 Results And Host Conference Call Stamford, Conn., April 11, 2006 -- Citizens Communications (NYSE: CZN) plans to release the company's first quarter 2006 results on Wednesday, May 3, 2006, before the market opens and to host a conference call that day at 9:00 a.m. eastern time. The call will be Webcast and may be accessed at www.czn.net or https://cis.premconf.com/sc/scw.dll/usr?cid=vlllrzrdmllvsxsdm. A replay of the call will be available from 11:00 a.m. Wednesday May 3, 2006, through Wednesday, May 10, 2006, at the above Websites or via dial-in at 1-888-203-1112 for U.S. and Canadian callers or, outside the U.S. and Canada, at 1-719-457-0820, passcode 4249225. About Citizens Communications: More information about Citizens can be found at www.czn.net. ### EX-99.3 4 exhibit99-3.txt ORGANIZATIONAL CHANGES PR Exhibit 99.3 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 Announces Organizational Changes Stamford, Conn. April 11, 2006 - Citizens Communications Company (NYSE:CZN) announced today that Jerry Elliott is leaving the company to join Global Signal Inc. Mr. Elliott became President of Citizens in January 2006. The current duties of the President will be assumed by members of Citizens' Senior Leadership Team, including Maggie Wilderotter, Chairman and CEO; Daniel J. McCarthy, Executive Vice President and Chief Operating Officer; Jake Casey, Executive Vice President; and Donald Shassian, Citizens' new Chief Financial Officer. Mr. Shassian has an extensive background in the Communications Services and Healthcare industries. "We are fortunate to have a strong leadership bench at Citizens," Ms. Wilderotter remarked. "I am especially pleased that our depth of management talent allows for a seamless transition of the position's responsibilities and results in a streamlined organizational structure." Looking ahead, Ms. Wilderotter added, "2006 builds on the revenue growth momentum we achieved in 2005. We will be introducing several new products including commercial Voice over IP (VoIP) and wireless data and voice offers in select markets while continuing to grow our core business. I am especially proud of our employees who work hard for our customers every day in delivering the best telephone, television and Internet products and services in our markets." About Citizens Communications Company Citizens Communications Company (NYSE: CZN) is a full-service communications provider and one of the largest local exchange telephone companies in the country. Under the Frontier brand name, the company offers telephone, television and internet services, as well as bundled offerings, ESPN360 streaming video, security solutions and specialized bundles for small businesses and home offices. Additional information about Frontier's products and services is available at www.frontier.myway.com and www.frontieronline.com. For more information about Citizens Communications, visit www.czn.net. -More- 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-----