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): July 8, 2004
CITIZENS COMMUNICATIONS COMPANY
(Exact name of registrant as specified in its charter)
Delaware 001-11001 06-0619596
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) 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)
ITEM 11. Temporary Suspension of Trading Under Registrant's Employee Benefit
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Plan
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Citizens Communications Company (the "Company") has elected to change
the record keeper for the Citizens 401(k) Savings Plan (the "Plan"). As a
result of this change, there will be a blackout period in which Plan
participants temporarily will be unable to engage in transactions involving
the Company's common stock, $0.25 par value per share ("Common Stock"), or
associated derivative securities held in their individual accounts. During
the blackout period, Plan participants will not be able to exercise any
rights otherwise available under the Plan, which rights include: (1)
directing or diversify the assets held in their Plan accounts, (2)
obtaining a loan under the Plan, or (3) obtaining a distribution from the
Plan. The blackout period is expected to begin on July 23, 2004, and is
expected to end on August 4, 2004.
Pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Rule
104(b)(2)(i)(B) of the Securities and Exchange Commission's Regulation BTR,
and concurrently with the filing of this Current Report on Form 8-K, the
Company transmitted a written notice of the impending blackout period to
the members of its Board of Directors and executive officers notifying them
that during the blackout period, they may not, directly or indirectly,
purchase, sell or otherwise acquire or transfer any shares of Common Stock
or associated derivative securities if those securities were acquired in
connection with their service or employment as a director or executive
officer. A copy of the notice is attached as Exhibit 99.1 to this Current
Report on Form 8-K, and incorporated herein by reference.
The person designated by the Company to respond to inquiries about the
blackout period is Russ Mitten, Citizens Communications Company, 3 High
Ridge Park, Stamford, Connecticut 06905, (203) 614-5047.
2
SIGNATURE
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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)
Date: July 8, 2004 By: /s/ Jerry Elliott
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Jerry Elliott
Senior Vice President and
Chief Financial Officer
INDEX TO EXHIBITS
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Exhibit
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99.1 Notice to Directors and Executive Officers of Citizens Communications
Company dated July 8, 2004