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): July 31, 2006
Citizens Communications Company
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
001-11001 06-0619596
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(Commission File Number) (IRS Employer Identification No.)
3 High Ridge Park, Stamford, Connecticut 06905
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(Address of principal executive offices) (Zip Code)
(203) 614-5600
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(Registrant's telephone number, including area code)
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(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 2.01 Completion of Acquisition or Disposition of Assets
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On July 31, 2006, Citizens Communications Company (the "Company")
and its wholly-owned subsidiary, CU Capital LLC, closed on the sale of
all of the outstanding membership interests in the Company's
subsidiary, Electric Lightwave, LLC, to Integra Telecom Holdings, Inc.
("Integra") for aggregate consideration of approximately $247 million,
consisting of $243 million in cash plus the assumption by Integra of
$4 million in capital lease obligations, subject to customary
adjustments pursuant to the terms of the sale agreement. The Company
expects to recognize a pre-tax gain on the sale of approximately $125
million. The information set forth in the press release issued by the
Company on August 1, 2006, attached hereto as Exhibit 99.1, is
incorporated herein by reference.
Item 2.02 Results of Operations and Financial Condition
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On August 2, 2006, the Company issued a press release. A copy of
the press release is attached hereto as Exhibit 99.2.
The information in this Form 8-K and Exhibit 99.2 attached hereto
shall not be deemed "filed" for purposes of Section 18 of the
Securities and Exchange Act of 1934 (the "Exchange Act") or otherwise
subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of
1933 or the Exchange Act, except as expressly set forth by specific
reference in such a filing.
Item 9.01 Financial Statements and Exhibits
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(d) Exhibits
99.1 Press Release of Citizens Communications Company released
August 1, 2006.
99.2 Press Release of Citizens Communications Company released
August 2, 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: August 2, 2006 By: /s/ Donald R. Shassian
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Donald R. Shassian
Chief Financial Officer