-----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, DNl/f9q3mAqTKc7fdlzxti/4XLlR7Hrm2PxKmNlu2XP3GtdJxWQ0qojNo+25tyQ9 fegiDlig+9Lj/+bO1JQ2hQ== 0000020520-07-000011.txt : 20070301 0000020520-07-000011.hdr.sgml : 20070301 20070301130758 ACCESSION NUMBER: 0000020520-07-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070301 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070301 DATE AS OF CHANGE: 20070301 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: 07661786 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 pucapprovalpr.txt PUC APPROVAL PRESS RELEASE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 1, 2007 Citizens Communications Company - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 001-11001 06-0619596 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 3 High Ridge Park, Stamford, Connecticut 06905 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (203) 614-5600 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) - -------------------------------------------------------------------------------- (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 8.01 Other Events ------------ The information set forth in the press release issued by Citizens Communications Company and Commonwealth Telephone Enterprises, Inc. on March 1, 2007, attached hereto as Exhibit 99.1, is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits --------------------------------- (d) Exhibits 99.1 Press Release of Citizens Communications Company and Commonwealth Telephone Enterprises, Inc. issued March 1, 2007. 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 1, 2007 By:/s/ Donald B. Armour ----------------------------- Donald B. Armour Senior Vice President, Finance & Treasurer EX-99.1 2 exhib99-1pucpr.txt PA PUC APPROVAL COMMONWEALTH PR Exhibit 99.1 FOR IMMEDIATE RELEASE Citizens Contact: Commonwealth Contact: Brigid M. Smith David G. Weselcouch (203) 614-5042 (570) 631-2807 bsmith@czn.com dwes@epix.net Pennsylvania Public Utility Commission Approves Citizens' Acquisition of Commonwealth; Closing Expected to Occur First Half of March 2007 STAMFORD, Conn. and DALLAS, Pa., March 1, 2007 - Citizens Communications Company (NYSE: CZN) and Commonwealth Telephone Enterprises, Inc. (Nasdaq: CTCO), today announced that the Pennsylvania Public Utility Commission approved the proposed acquisition of Commonwealth by Citizens during its meeting held earlier today. This completes all required regulatory approvals for the acquisition. The parties anticipate that the transaction will close during the first half of March 2007. The transaction is, however, still subject to certain customary closing conditions. About Citizens Communications Company (NYSE: CZN) For more information about Citizens Communications, visit www.czn.com ----------- About Commonwealth Telephone Enterprises, Inc. (NASDAQ: CTCO) For more information about Commonwealth, visit www.ct-enterprises.com ---------------------- Cautionary Statement Regarding Forward-Looking Statements This press release contains forward-looking statements that are made pursuant to the safe harbor provisions of The Private Securities Litigation Reform Act of 1995. These statements are made on the basis of management's views and assumptions regarding future events and business performance. Words such as "believe," "anticipate," "expect" and similar expressions are intended to identify forward-looking statements. Forward-looking statements (including oral representations) involve risks and uncertainties that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. The foregoing information should be read in conjunction with Citizens' and Commonwealth's filings with the U.S. Securities and Exchange Commission including, but not limited to, reports on Forms 10-K and 10-Q. Citizens and Commonwealth do not intend to update or revise these forward-looking statements to reflect the occurrence of future events or circumstances. Important Information for Investors and Stockholders In connection with the proposed merger, on December 19, 2006, CTE filed with the SEC the definitive proxy statement/prospectus, and Citizens filed with the SEC a registration statement on Form S-4, of which the definitive proxy statement/prospectus forms a part. On December 20, 2006, CTE filed with the SEC a revised definitive proxy statement/prospectus, which includes a form of proxy but is otherwise the same as the definitive proxy statement/prospectus filed on December 19, 2006. Investors and stockholders of CTE and Citizens are urged to read the definitive proxy statement/prospectus and any other relevant documents filed with the SEC because they contain important information about the proposed merger. Investors and stockholders may obtain these documents free of charge at the web site maintained by the SEC at www.sec.gov. In addition, documents filed with the SEC by CTE are available free of charge by directing a request to Commonwealth Telephone Enterprises, Inc., 100 CTE Drive, Dallas, Pennsylvania 18612, Attention: Investor Relations, and documents filed with the SEC by Citizens are available free of charge by directing a request to Citizens Communications Company, 3 High Ridge Park, Stamford, CT 06905, Attention: Investor Relations. This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. # # # -----END PRIVACY-ENHANCED MESSAGE-----