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 27, 2004
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)
ITEM 5. Other Events
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On April 27, 2004, Citizens Communications Company issued a press
release. A copy of the press release is attached hereto as Exhibit
99.3.
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: April 28, 2004
Exhibit 99.3
Citizens Communications
3 High Ridge Park
Stamford, CT 06905
203.614.5600
Web site: www.czn.net
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FOR IMMEDIATE RELEASE
Contacts: Mike Zarrella Brigid M. Smith
Vice President, Assistant Vice President,
Corporate Development Corporate Communications
203-614-5179 203-614-5042
mzarrell@czn.com bsmith@czn.com
Citizens Communications Announces that the Remarketing
of its 6-3/4% Senior Notes Will Not Occur on May 12, 2004
Stamford, Conn., April 27, 2004 - Citizens Communications (NYSE:CZN) today
announced that in light of the company's ongoing review of financial and
strategic options, the company and Morgan Stanley & Co. Incorporated, as
remarketing agent, have concluded that the company's 6-3/4% senior notes due
2006 (the "Senior Notes") issued in June 2001 as part of its 6-3/4% Equity Units
(the "Equity Units") will not be remarketed on May 12, 2004. Pursuant to the
terms of the Senior Notes, the company and the remarketing agent intend to
conduct a remarketing of the Senior Notes at a later date.
The company issued $460 million aggregate principal amount of the Senior
Notes when it issued 18,400,000 Equity Units in June 2001. Each Equity Unit
consists of a warrant that obligates the holder to purchase a variable number of
shares of Citizens Communications common stock on or prior to August 17, 2004
for a purchase price of $25, and a Senior Note.
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.
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