-----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, B5dTSoxxkde1N0ABmhxsi4MNbVSNe4vgGfUSSguJoz/GSklZBtuZG5zpVUT5YLF/ Thgg9IL/0iQTwDcPQ+2SUA== 0000020520-07-000017.txt : 20070323 0000020520-07-000017.hdr.sgml : 20070323 20070323155416 ACCESSION NUMBER: 0000020520-07-000017 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070323 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070323 DATE AS OF CHANGE: 20070323 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: 07715306 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 commonwealthtenderoffercover.txt COMMONWEALTH TENDER OFFER 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 23, 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 on March 23, 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 issued March 23, 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 23, 2007 By: /s/ Hilary Glassman ---------------------------------------- Hilary Glassman Senior Vice President, General Counsel and Secretary EX-99.1 2 commonwealthtenderofferpr.txt COMMONWEALTH TENDER OFFER 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: Don Armour 203.614.5124 darmour@czn.com CITIZENS ANNOUNCES COMMENCEMENT OF TENDER OFFER FOR COMMONWEALTH TELEPHONE ENTERPRISES, INC.'S CONVERTIBLE NOTES DUE 2023 STAMFORD, Conn., March 23, 2007 -- Citizens Communications Company (NYSE: CZN) announced today that it is commencing a cash tender offer (the "Offer") together with its wholly-owned subsidiary, Commonwealth Telephone Enterprises, Inc. ("Commonwealth"), to purchase any and all of the outstanding 3 1/4% Convertible Notes due 2023 (CUSIP Nos. 203349AB1; 203349AA3) (the "2003 Notes") and 2005 Series A 3 1/4% Convertible Notes due 2023 (CUSIP No. 203349AC9) (the "2005 Notes" and, together with the 2003 Notes, the "Notes") of Commonwealth, upon the terms and conditions set forth in the Notice of Designated Event and Offer to Purchase dated March 23, 2007 (the "Offer to Purchase") and the related letter of transmittal (the "Letter of Transmittal"). As a result of Citizens' acquisition of Commonwealth on March 8, 2007 pursuant to the Agreement and Plan of Merger dated as of September 17, 2006, among Citizens, CF Merger Corp, a wholly-owned subsidiary of Citizens, and Commonwealth, the tender offer is required pursuant to the terms of the indentures under which the Notes were issued. In connection with the merger, Citizens unconditionally guaranteed all of Commonwealth's obligations under the Notes and the indentures. Citizens estimates that the purchase price will be approximately $1,008.85 per $1,000 principal amount of the 2003 Notes and $1,008.85 per $1,000 principal amount of the 2005 Notes, which is equal to 100% of the principal amount of the applicable Note, plus accrued and unpaid interest to, but excluding, the repurchase date, which will be April 23, 2007. The tender offer is not contingent on any financing. The Offer is scheduled to expire at 5:00 p.m., New York City time, on April 20, 2007, unless extended or earlier terminated. Holders may withdraw their tendered Notes at any time prior to the expiration time. Holders that desire to tender their Notes pursuant to the Offer must follow the procedures described in the Offer to Purchase and the Letter of Transmittal. Questions regarding the Offer and requests for documents in connection with the Offer may be directed to The Bank of New York, the paying agent and depositary for the Offer, at (212) 815-5920, or in writing to The Bank of New York, Corporate Trust Operations, Reorganization Unit, 101 Barclay Street -- 7 East, New York, NY 10286, Attention: Carolle Montreuil. -More- Note to Investors This announcement is neither an offer to purchase nor a solicitation of an offer to sell any Notes. The Offer for the Notes will be made only by, and subject to the terms and conditions set forth in, the Offer to Purchase and the Letter of Transmittal. Holders of Notes should read the Tender Offer Statement on Schedule TO, the Offer to Purchase, the Letter of Transmittal and other tender offer documents that are being filed with the Securities and Exchange Commission (the "SEC") today, and any subsequently filed amendments or exhibits thereto, because they contain important information. When available, the Tender Offer Statement on Schedule TO, the Offer to Purchase, the Letter of Transmittal and other tender offer documents may be obtained free of charge from the SEC's website at www.sec.gov. Questions regarding the Offer and requests for documents in connection with the Offer may be directed to The Bank of New York, the paying agent and depositary for the Offer, at (212) 815-5920, or in writing to The Bank of New York, Corporate Trust Operations, Reorganization Unit, 101 Barclay Street - -- 7 East, New York, NY 10286, Attention: Carolle Montreuil. 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, residential security solutions and specialized bundles for small businesses and home offices. For more information about Citizens, please visit www.czn.com. 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. These risks and uncertainties are based on a number of factors, including but not limited to: our ability to successfully integrate the operations of Commonwealth and to realize the synergies from the acquisition; changes in the number of our revenue generating units; greater than anticipated competition from wireless or wireline carriers; the effects of ongoing changes in the regulation of the communications industry; our ability to successfully introduce new product offerings, including bundled service packages; our ability to sell enhanced services; our ability to comply with federal and state regulations; our ability to effectively manage our operations, costs and capital spending; our ability to successfully renegotiate expiring union contracts; overall changes in the telecommunications market and general and local economic and employment conditions. These and other uncertainties related to our business are described in greater detail in our filings with the SEC, including our reports on Forms 10-K and 10-Q, and the foregoing information should be read in conjunction with these filings. We do not intend to update or revise these forward-looking statements to reflect the occurrence of future events or circumstances. -----END PRIVACY-ENHANCED MESSAGE-----