SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported): March 6, 2002
CITIZENS COMMUNICATIONS COMPANY
(Exact Name of Registrant as Specified in Charter)
Delaware 001-11001 06-0619596
(State of Other Jurisdiction of (Commission File (IRS Employer
Incorporation) Number) Identification No.)
3 High Ridge Park, Stamford, Connecticut 06905
(Address of Principal Executive Offices) (Zip Code)
(203) 614-5600
(Registrant's telephone number, including area code)
Item 5. Other Events.
(a) Adoption of Rights Plan.
The Board of Directors of Citizens Communications Company (the
"Company") declared a dividend distribution of one Right for each
outstanding share of Company Common Stock to shareholders of record at the
close of business on March 6, 2002 (the "Record Date"). Each Right entitles
the registered holder to purchase from the Company a unit consisting of one
one-thousandth of a share (a "Unit") of Series A Participating Preferred
Stock, $0.01 par value (the "Series A Preferred Stock"), at a Purchase
Price of $47 per Unit, subject to adjustment. The description and terms of
the Rights are set forth in a Rights Agreement (the "Rights Agreement"),
dated as of March 6, 2002, between the Company and Mellon Investor Services
LLC, as Rights Agent.
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. Subject to certain exceptions specified
in the Rights Agreement, the Rights will separate from the Common Stock and
a Distribution Date will occur upon the earliest to occur of (i) the tenth
business day following the date (the "Stock Acquisition Date") of the first
public announcement by the Company that any person or group has become the
beneficial owner of 15% or more of the Common Stock then outstanding (other
than the Company, any subsidiary of the Company, any employee benefit plan
of the Company or any subsidiary, certain persons who inadvertently
beneficially own more than 15% of the Common Stock, and stockholders who
cross the 15% ownership threshold as a result of repurchases of Common
Stock by the Company), (ii) the tenth business day following the
commencement of a tender or exchange offer if, upon its consummation, the
offeror would become the beneficial owner of 15% or more of the Common
Stock then outstanding, or (iii) a merger or other business combination
transaction involving the Company. Until the Distribution Date, (i) the
Rights will be evidenced by the Common Stock certificates and will be
transferred with and only with such Common Stock certificates, (ii) new
Common Stock certificates issued after the Record Date will contain a
notation incorporating the Rights Agreement by reference and (iii) the
surrender for transfer of any certificates for Common Stock outstanding
will also constitute the transfer of the Rights associated with the Common
Stock represented by such certificate. Pursuant to the Rights Agreement,
the Company reserves the right to require prior to the occurrence of a
Triggering Event (as defined below) that, upon any exercise of Rights, a
number of Rights be exercised so that only whole shares of Preferred Stock
will be issued.
The Rights are not exercisable until the Distribution Date and
will expire at 5:00 P.M. (New York time) on March 6, 2012, unless earlier
redeemed, exchanged, extended or terminated by the Company as described
below. At no time will the Rights have any voting power.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of
the close of business on the Distribution Date and, thereafter, the
separate Rights Certificates alone will represent the Rights. Except as
otherwise determined by the Board of Directors, only shares of Common Stock
issued prior to the Distribution Date will be issued with Rights.
In the event that a Person becomes an Acquiring Person, except
pursuant to an offer for all outstanding shares of Common Stock which the
majority of the directors who are not affiliated with the offeror determine
to be fair and not inadequate to and to otherwise be in the best interests
of the Company and its shareholders, after receiving advice from one or
more investment banking firms (a "Qualifying Offer"), each holder of a
Right will thereafter have the right to receive, upon exercise, Common
Stock (or, in certain circumstances, cash, property or other securities of
the Company) having a value equal to two times the exercise price of the
Right. Notwithstanding any of the foregoing, following the occurrence of
the event set forth in this paragraph, all Rights that are, or (under
certain circumstances specified in the Rights Agreement) were, beneficially
owned by any Acquiring Person will be null and void. However, Rights are
not exercisable following the occurrence of the event set forth above until
such time as the Rights are no longer redeemable by the Company as set
forth below.
For example, at an exercise price of $50 per Right, each Right not
owned by an Acquiring Person (or by certain related parties) following an
event set forth in the preceding paragraph would entitle its holder to
purchase $100 worth of Common Stock (or other consideration, as noted
above) for $50. Assuming that the Common Stock had a per share value of $20
at such time, the holder of each valid Right would be entitled to purchase
five (5) shares of Common Stock for $50.
In the event that (i) the Company is acquired in a merger (other
than a "clean-up" merger which follows a Qualifying Offer) or other
business combination transaction (x) in which the Company is not the
surviving entity, (y) in which the Company is the surviving entity and the
Common Stock is changed or exchanged or the Common Stock remains
outstanding but constitutes less than 50% of the shares outstanding
immediately following the merger, or (ii) 50% or more of the Company's
assets or earning power is transferred, each holder of a Right (except
Rights which have previously been voided as set forth above) shall
thereafter have the right to receive, upon exercise, common stock of the
acquiring company having a value equal to two times the exercise price of
the Right. The events set forth in this paragraph and in the second
preceding paragraph are referred to as the "Triggering Events."
At any time after a person becomes an Acquiring Person and prior
to the acquisition by such person or group of fifty percent (50%) or more
of the outstanding Common Stock, the Board may exchange the Rights (other
than Rights owned by such person or group which have become void), in whole
or in part, at an exchange ratio of one share of Common Stock, or one
one-thousandth of a share of Preferred Stock (or of a share of a class or
series of the Company's preferred stock having equivalent rights,
preferences and privileges), per Right (subject to adjustment).
At any time until ten business days following the Stock
Acquisition Date, the Company may redeem the Rights in whole, but not in
part, at a price of $0.01 per Right (payable in cash, Common Stock or other
consideration deemed appropriate by the Board of Directors). Immediately
upon the action of the Board of Directors ordering redemption of the
Rights, the Rights will terminate and the only right of the holders of
Rights will be to receive the $0.01 redemption price.
Until a Right is exercised, the holder thereof, as such, will have
no rights as a shareholder of the Company, including, without limitation,
the right to vote or to receive dividends. While the distribution of the
Rights will not be taxable to shareholders or to the Company, shareholders
may, depending upon the circumstances, recognize taxable income in the
event that the Rights become exercisable for Common Stock (or other
consideration) of the Company or for common stock of the acquiring company
or in the event of the redemption of the Rights as set forth above.
Any of the provisions of the Rights Agreement may be amended by
the Board of Directors of the Company prior to the Distribution Date. After
the Distribution Date, the provisions of the Rights Agreement may be
amended by the Board in order to cure any ambiguity, to make changes which
do not adversely affect the interests of holders of Rights, or to shorten
or lengthen any time period under the Rights Agreement. The foregoing
notwithstanding, no amendment may be made at such time as the Rights are
not redeemable.
The Rights Agreement specifying the terms of the Rights is being
filed with the Securities and Exchange Commission as Exhibit 4 hereto and
is incorporated herein by reference. The foregoing description of the
Rights is qualified in its entirety by reference to such exhibit.
(b) Amendments to By-Laws.
On March 6, 2002, the Board of Directors of the Company authorized
the adoption of certain amendments to the By-Laws of the Company. The
amendments include, among other things: (i) increasing the minimum
percentage of the Company's outstanding shares required to call a special
meeting of the stockholders, from 33% to 50% and establishing certain
timing requirements for calling special meetings requested by stockholders;
(ii) the addition of a provision which requires that a stockholder seeking
to have the stockholders of the Company authorize or take corporate action
by written consent, request the Board of Directors to fix a record date and
requiring the Board to act to fix the record date within 10 days of the
request with the record date not being more than 10 days after such Board
action; (iii) amending the advance notice provisions, effective immediately
following the Company's 2002 annual meeting of shareholders, which require
that the Board of Directors receive notice prior to a stockholder seeking
to nominate persons for election to the Board of Directors or proposing any
matters to a vote of stockholders at any annual or special meeting of
stockholders, by setting the notice period at a fixed number of days prior
to the anniversary date of the prior year's annual meeting (i.e. not more
than 120 nor less than 90 days before such anniversary date); (iv) amending
certain provisions with respect to notice of meetings of directors; (v) the
addition of a provision which provides for an audit committee of the Board
of Directors; and (vi) amending the provision with respect to
indemnification of directors and officers by prohibiting indemnification
for actions initiated by a director or officer of the Company against the
Company without prior approval of the Board of Directors.
The foregoing summary of such amendments to the Company's By-Laws
is qualified in its entirety by the Company's By-Laws as of March 6, 2002,
as amended and restated, a copy of which is attached hereto as an exhibit
and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit
No. Exhibit
3.1 By-Laws of Citizens Communications Company, as
amended on March 6, 2002.
3.2 Form of Amendment to the By-Laws.
4 Rights Agreement, dated as of March 6, 2002,
between Citizens Communications Company and
Mellon Investor Services LLC, as Rights Agent,
is incorporated herein by reference to the
exhibit to the Company's Registration Statement
on Form 8-A, dated March 21, 2002.
99 Press Release issued by the Company on March 8, 2002.
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 hereunto duly authorized.
CITIZENS COMMUNICATIONS COMPANY
By: /s/ L. Russell Mitten
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Name: L. Russell Mitten
Title: Vice President
Date: March 21, 2002
EXHIBIT INDEX
Exhibit No. Exhibit Name
3.1 By-Laws of Citizens Communications Company, as amended on
March 6, 2002.
3.2 Form of Amendment to the By-Laws.
4 Rights Agreement, dated as of March 6, 2002, between
Citizens Communications Company and Mellon Investor
Services LLC, as Rights Agent, is incorporated herein by
reference to the exhibit to the Company's Registration
Statement on Form 8-A, dated March 21, 2002.
99 Press Release issued by the Company on March 8, 2002.