SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 10)
Under the Securities Exchange Act of 1934
Electric Lightwave, Inc.
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(Name of Issuer)
Class A Common Stock, par value $.01
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(Title of Class of Securities)
284895109
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(CUSIP Number)
Scott N. Schneider
Citizens Communications Company
Three High Ridge Park
Stamford, CT 06905
(203) 614-5600
With a copy to:
David F. Kroenlein
Winston & Strawn
200 Park Avenue
New York, NY 10166
(212) 294-6700
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 18, 2002
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(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
Schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following: [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D/A
CUSIP NO. 284895109
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citizens Communications Company
06-0619596
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH PERSON WITH:
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
33,917,783
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
33,917,783
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
33,917,783
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
100%
14. TYPE OF REPORTING PERSON
HC
CUSIP NO. 284895109
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CUCapital Corp.
06-1156876
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH PERSON WITH:
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
33,917,783
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
33,917,783
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
33,917,783
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
100%
14. TYPE OF REPORTING PERSON
CO
SCHEDULE 13D/A
This Amendment No. 10 amends and supplements the Statement on Schedule 13D
initially filed on May 30, 2000 and Amendments Nos. 1 through 9 thereto
(together "Schedule 13D"), each filed with the Securities and Exchange
Commission (the "SEC") by Citizens Communications Company ("Citizens") and
CUCapital Corp. ("CUCapital"), which Schedule 13D relates to the Class A Common
Stock, par value $.01 (the "Shares") of Electric Lightwave, Inc., a Delaware
corporation ("ELI"). This Amendment No. 10 is submitted in connection with the
acquisition by Citizens of 100% of the Shares pursuant to the Tender Offer
Statement and Schedule 13E-3 Transaction Statement on Schedule TO (the "Offer to
Purchase") filed by Citizens and ELI Acquisition, Inc., a wholly-owned
subsidiary of CUCapital ("Purchaser") with the SEC on May 20, 2002, and the
subsequent second-step merger of Purchaser with an into ELI consummated on June
20, 2002.
Item 4. Purpose of Transaction
As described in the Offer to Purchase, Citizens commenced the Offer to
acquire as many Shares as possible, as a first step in acquiring the entire
equity interest in ELI.
On June 20, 2002, at which time Purchaser owned in excess of 90% of the
outstanding Class A Common Stock on an as-converted basis, Purchaser merged with
and into ELI through a short-form merger (the "Merger"). In the Merger, each
outstanding Share not owned by Citizens and its subsidiaries was converted into
the right to receive the same consideration paid in the Offer, without interest,
subject to the rights of holders of such Shares to seek appraisal of the fair
value of such Shares pursuant to Section 262 of the General Corporation Law of
the State of Delaware. As a result of the Offer and the Merger, ELI became an
indirect wholly-owned subsidiary of Citizens.
As of the close of business on May 24, 2002, the Shares no longer traded
publicly on any national securities exchange and, as of June 20, 2002, the
shares ceased to be authorized to be quoted on any inter-dealer quotation system
of a registered national securities association. Furthermore, ELI intends to
file a Form 15 with the SEC terminating its registration pursuant to the
Securities Exchange Act of 1934, as amended.
Item 5. Interest in Securities of the Issuer.
(a) Following the Offer and the Merger, the Reporting Persons indirectly
beneficially own all of the Shares.
(b) Following the Merger, ELI became a direct wholly-owned subsidiary of
CUCapital and an indirect wholly-owned subsidiary of Citizens.
(c) Except in connection with the Offer as set forth in the Offer to
Purchase, no person described in Item 2 of this Schedule 13D, as amended, has
acquired or diposed of any Shares during the past 60 days. No person, other than
as reported in this Schedule 13D, as amended, with respect to ELI, benficially
owns and Shares.
Item 7. Material to be Filed as Exhibits
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
CITIZENS COMMUNICATIONS COMPANY
By: /s/ Robert J. Larson
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Name: Robert J. Larson
Title: Chief Accounting Officer and Vice President
CUCAPITAL CORP.
By: /s/ Robert J. Larson
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Name: Robert J. Larson
Title: Chief Accounting Officer and Vice President
Dated: June 21, 2002