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): March 3, 2005
CITIZENS COMMUNICATIONS COMPANY
(Exact name of registrant as specified in its charter)
Delaware 001-11001 06-0619596
(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 March 3, 2005, the Compensation Committee of the Board of Directors
of Citizens Communications Company approved bonus payments and
restricted stock awards to the Company's Executive Officers for the
year ended December 31, 2004. The following table sets forth the
incentive awards for the Executive Officers for 2004.
Citizens Incentive Plan Restricted Stock Awards
Name Cash Payout Grant Date 3/15/05
---- ---------------------- -----------------------
WILDEROTTER,MARY A $830,000 -
ELLIOTT,JERRY V $650,000 70,000
CASEY III,JOHN H $440,000 50,000
MCCARTHY,DANIEL $206,250 16,500
MITTEN,L. R $110,990 -
DISTURCO,JEAN M $ 82,500 12,500
LARSON,ROBERT $ 96,250 18,500
ARMOUR,DONALD B $ 82,500 11,000
The Compensation Committee also changed the annual base salary,
effective April 1, 2005 for the following Executive Officers.
New Base Salary
Name Effective 4/1/05
---- ----------------
MCCARTHY,DANIEL $265,000
DISTURCO,JEAN M $160,000
ARMOUR,DONALD B $155,000
ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors;
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Appointment of Principal Officers
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(b) On March 9, 2005, Rudy Graf, Chairman of the Board of Citizens
Communications Company, notified the Company that he does not intend
to stand for re-election as director at the Company's annual meeting
in May 2005.
(d) Effective March 7, 2005, two new members were elected to the Board
of Directors of Citizens Communications Company, Larraine D. Segil and
Myron A. Wick, III. Larraine Segil was appointed as a member of the
Retirement Plan Committee.
ITEM 9.01 Financial Statements and Exhibits
---------------------------------
(c) Exhibits
99.1 Press release of Citizens Communications Company released March
10, 2005 announcing the election of two directors to the Board of
Directors.
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 thereunto duly authorized.
CITIZENS COMMUNICATIONS COMPANY
(Registrant)
By: /s/ Jerry Elliott
--------------------------
Jerry Elliott
Executive Vice President and
Chief Financial Officer
Date: March 10, 2005
Citizens Communications
3 High Ridge Park
Stamford, CT 06905
203.614.5600
Web site: www.czn.net
FOR IMMEDIATE RELEASE
Contacts:
Brigid Smith Michael Zarrella
Assistant Vice President Vice President
Corporate Communications Corporate Development
203.614.5042 203.614.5179
bsmith@czn.com mzarrell@czn.com
CITIZENS COMMUNICATIONS ANNOUNCES
ELECTION OF TWO DIRECTORS TO BOARD OF DIRECTORS
Stamford, Conn., March 10, 2005 - Citizens Communications (NYSE: CZN) announced
today that Larraine D. Segil and Myron A. Wick III were elected to the company's
Board of Directors effective March 7, 2005.
Ms. Segil is a Partner at Vantage Partners, a consulting firm with expertise in
helping companies manage their critical business relationships. She is a regular
commentator on CNN, CNBC and Yahoo FinanceVision on alliances and mergers and is
a monthly correspondent for IT Malaysia and IT Singapore.
Formerly CEO of an aerospace materials distribution company, Ms. Segil is the
co-founder of The Lared Group, a Los Angeles-based international marketing
consulting firm. She is also CEO of Larraine Segil Productions, Inc., a virtual
corporation whose products include web-based programs, videos, satellite
television, and live executive education. Ms. Segil earned a JD degree from
Southwestern University and an MBA from Pepperdine University.
Myron A. "Mike" Wick III is a principal in Proactive Partners, L.P., a merchant
banking fund investing in, and providing financial services to, "micro cap"
public companies. Since 1989, Mr. Wick has participated as a founder and
investment banker for StoryFirst Communications, Inc., and served as Chairman of
the Board from 1993 through 2003. StoryFirst is the largest privately-owned
television and radio broadcast company in Russia.
In 1988, Mr. Wick co-founded McGettigan, Wick & Co., Inc., an investment banking
firm providing financial advice to small public and private companies. In 1987,
he created three joint ventures: Karo Bio in Sweden, Pac Bio in Australia, and
Meta Bio with Pfizer in the U.S. for work with diabetes and obesity. Prior to
this, he was COO of California Biotechnology, a publicly-traded biotechnology
company. Earlier, he joined Bessemer Venture Partners, a venture capital firm
investing in high-tech companies. From 1977 to 1983, he was CEO of Werner Erhard
and Associates, a network of companies offering philosophical and educational
courses and programs. From 1975 to 1977, he was President and CEO of Cox
Hobbies, Inc., a wholly-owned subsidiary of Leisure Dynamics, Inc. of
Minneapolis. Prior to this, Mr. Wick was the CFO and Director of Corporate
Planning for Leisure Dynamics in New York and Minneapolis.
-MORE-
Mr. Wick is a graduate of Yale College and the Harvard Business School and was a
Peace Corps volunteer in Columbia. He is currently a Director of Modtech Inc.,
StoryFirst Communications, Inc., MicroIslet, and Tanager Foundation. He is
Chairman of the Hoffman Institute and The Natural Step. From 1985 to 1996, he
was Chairman of Breakthrough for Youth, a non-profit organization that is
dedicated to empowering inner-city youth. He was appointed by President George
H. Bush as a member of the Peace Corps Advisory Council from 1991 to 1993.
More information about Citizens Communications Company may be found at
www.czn.net.
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