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): February 3, 2006
CITIZENS COMMUNICATIONS COMPANY
(Exact name of registrant as specified in its charter)
Delaware 001-11001 06-0619596
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(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 obligations of the registrant under any of the
following provisions:
[ ] 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.
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On February 6, 2006, Citizens Communications Company (the
"Company") and its wholly-owned subsidiary, CU Capital LLC,
entered into a membership interest purchase agreement (the
"Purchase Agreement") with Integra Telecom Holdings, Inc.
("Integra") to sell all of the outstanding membership interests
in the Company's subsidiary, Electric Lightwave, LLC, to Integra.
The total proceeds from the sale will be $247 million including
$243 million in cash plus the assumption of $4 million in capital
leases, subject to customary adjustments. The closing of the
transactions contemplated by the Purchase Agreement is expected
to occur in the third quarter of 2006 and is subject to
regulatory and other customary approvals and conditions as well
as the funding of Integra's fully committed financing. A copy of
the Purchase Agreement is attached hereto as Exhibit 10.1, which
is incorporated herein by reference.
On February 3 and 6, 2006, the subsidiaries of the Company listed
below entered into agreements with the Rural Telephone Bank
pursuant to which those subsidiaries are expected to receive an
aggregate of approximately $64.6 million in cash on a pre-tax
basis in the second quarter of 2006 in connection with the
redemption of the Rural Telephone Bank stock held by them.
Frontier Communications of Illinois, Inc.
Frontier Communications - Midland, Inc.
Frontier Communications of the South, LLC
Frontier Communications of Alabama, LLC
Frontier Communications of Lamar County, LLC
Citizens Utilities Rural Company, Inc.
Frontier Communications of Fairmount, LLC
Frontier Communications - Prairie, Inc.
Frontier Communications of Lakeside, Inc.
Frontier Communications of Thorntown, Inc.
Frontier Communications of Michigan, Inc.
Frontier Communications of Mississippi, Inc.
Frontier Communications of Ausable Valley, Inc.
Ogden Telephone Company
Frontier Communications of Seneca-Gorham, Inc.
Frontier Communications of Breezewood, LLC
Frontier Communications of Canton, LLC
Frontier Communications of Oswayo River, LLC
Frontier Communications of Pennsylvania, LLC
Rhinelander Telephone, LLC
Frontier Communications of Mondovi, LLC
Frontier Communications - St. Croix, LLC
Frontier Communications of Viroqua, LLC
Citizens Telecommunications Company of West Virginia
Item 9.01 Financial Statements and Exhibits.
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(d) Exhibits
10.1 Membership Interest Purchase Agreement dated February 6,
2006 among Citizens Communications Company, CU Capital LLC
and Integra Telecom Holdings, Inc.
99.1 Press Release of Citizens Communications Company released
February 7, 2006.
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: February 9, 2006 By: /s/ Robert J. Larson
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Robert J. Larson
Senior Vice President and
Chief Accounting Officer
EXHIBIT INDEX
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Exhibit No. Description
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10.1 Membership Interest Purchase Agreement dated February 6,
2006 among Citizens Communications Company, CU Capital
LLC and Integra Telecom Holdings, Inc.
99.1 Press Release of Citizens Communications Company released
February 7, 2006.