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): August 16, 2001
CITIZENS COMMUNICATIONS COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 001-11001 06-0619596
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
3 HIGH RIDGE PARK, P.O. BOX 3801
STAMFORD, CONNECTICUT 06905
(Address of Principal Executive Offices) (Zip Code)
(203) 614-5600
Registrant's Telephone Number, Including Area Code
No Change Since Last Report
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
Citizens Communications Company issued on August 16, 2001
$300,000,000 6.375% Senior Notes Due 2004, $750,000,000 7.625%
Senior Notes Due 2008 and $700,000,000 9.00% Senior Notes Due 2031
(collectively, the "Initial Notes"). In connection with the
offering, Citizens entered into an Exchange and Registration Rights
Agreement under which Citizens agreed to undertake an exchange offer
through which it would offer pursuant to an effective registration
statement to exchange senior notes having substantial similar terms
as the Initial Notes for the Initial Notes. In addition, in certain
circumstances where a registered exchange offer might not be
available, Citizens has granted holders of the Initial Notes certain
resale registration rights.
ITEM 7. FINANCIAL STATEMENTS, EXHIBITS
(c) EXHIBITS
4.1 Indenture, dated as of August 16, 2001, between Citizens
Communications Company and The Chase Manhattan Bank, as Trustee.
4.2 Exchange and Registration Rights Agreement, dated as of August
16, 2001, between Citizens Communications Company and Morgan Stanley
& Co. Incorporated and J.P. Morgan Securities Inc., acting severally
for themselves and the several Initial Purchasers.
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
Date: August 22, 2001 By /s/ Robert J. Larson
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Name: Robert J. Larson
Title: Vice President and Chief
Accounting Officer