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): April 10, 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 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 1.02 Termination of a Material Definitive Agreement
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On April 11, 2006, the Company announced that Jerry Elliott, President
of the Company, is leaving the Company. The Company and Mr. Elliott
are parties to an employment agreement dated as of September 1, 2004.
Upon his departure from the Company, pursuant to the employment
agreement, all of Mr. Elliott's unvested restricted stock will be
cancelled and the Company will have no further obligations to Mr.
Elliott under the employment agreement.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
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Appointment of Principal Officers
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The Company's Board of Directors elected Ms. Kathleen Q. Abernathy to
serve as a Director of the Company effective April 10, 2006.
On April 11, 2006, the Company announced that Jerry Elliott, President
of the Company, is leaving the Company. Mr. Elliott will leave the
position of President no later than May 10, 2006. As previously
reported, Mr. Elliott had earlier resigned his position as Acting
Chief Financial Officer, effective April 17, 2006, in connection with
the appointment of Donald Shassian as Chief Financial Officer,
effective as of the same date.
The duties of the Company's President will be assumed by members of
Citizens' Senior Leadership Team, including Maggie Wilderotter,
Chairman and CEO; Daniel J. McCarthy, Executive Vice President and
Chief Operating Officer; Jake Casey, Executive Vice President; and
Donald Shassian, Citizens' new Chief Financial Officer. Upon Mr.
Elliott's departure from the Company, the title of President will be
assumed by Ms. Wilderotter.
In connection with his departure from the Company, Mr. Elliott
resigned as a member of the Board of Directors, effective April 10,
2006.
Mrs. Wilderotter, 51, has been associated with the Company since
September 2004 when she was elected President and Chief Executive
Officer. Previously, she was Senior Vice President - Worldwide Public
Sector in 2004, Microsoft Corp. and Senior Vice President - Worldwide
Business Strategy, Microsoft Corp., 2002 to 2004. Before that she was
President and Chief Executive Officer, Wink Communications, 1996 to
2002. Mrs. Wilderotter is a member of the board of directors of The
McClatchy Company and Xerox Corporation. A description of the material
terms of Mrs. Wilderotter's employment agreement (the "Wilderotter
Agreement") is incorporated herein by reference to the Company's 2005
Proxy Statement dated April 20, 2005. The Wilderotter Agreement is
filed as Exhibit 10.16 to the Company's Quarterly Report on Form 10-Q
for nine months ended September 30, 2004.
Item 8.01 Other Events
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The information set forth in the press release, dated April 11, 2006,
announcing plans to release the Company's first quarter 2006 results,
attached hereto as Exhibit 99.2, is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
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(d) Exhibits
99.1 Press release dated April 10, 2006, announcing the election
of Kathleen Q. Abernathy as a director of the Company.
99.2 Press release dated April 11, 2006, announcing plans to
release the Company's first quarter 2006 results.
99.3 Press release dated April 11, 2006, announcing
organizational changes.
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: April 13, 2006 By: /s/ Robert J. Larson
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Robert J. Larson
Senior Vice President and
Chief Accounting Officer