SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(Amendment No. 2 - Final Amendment)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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ELECTRIC LIGHTWAVE, INC.
(NAME OF SUBJECT COMPANY) (ISSUER)
ELI ACQUISITION, INC.
(NAME OF FILING PERSON) (OFFEROR)
CITIZENS COMMUNICATIONS COMPANY
(NAME OF FILING PERSON) (OFFEROR)
COMMON STOCK, CLASS A, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
CUSIP 284895109
(CUSIP NUMBER OF CLASS OF SECURITIES)
JERRY ELLIOTT
CITIZENS COMMUNICATIONS COMPANY
3 HIGH RIDGE PARK
STAMFORD, CONNECTICUT 06905
(203) 614-5600
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)
WITH A COPY TO:
DAVID KROENLEIN, ESQ.
WINSTON & STRAWN
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 294-6700
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CALCULATION OF FILING FEE
Transaction Valuation(1): $8,098,059 Amount of Filing Fee(2): $745
(1) For purposes of calculating fee only. This calculation assumes the purchase
of 11,568,656 shares of Class A common stock, par value $.01 per share (the
"Shares"), of Electric Lightwave, Inc., at a purchase price of $0.70 per
Share, net to the seller in cash. Such number of Shares assumes (i)
7,843,452 Shares outstanding (excluding Shares already held by Citizens
Communications Company and its subsidiaries) as of March 31, 2002 and (ii)
the exercise of up to 3,725,204 options to purchase Shares, exercisable on
or prior to the expected consummation of the tender offer.
(2) The amount of the filing fee, calculated in accordance with Regulation
240.0-11 under the Securities Exchange Act of 1934, as amended, and Fee
Rate Advisory No. 8 of 2002 issued by the Securities and Exchange
Commission on January 16, 2002.
/X/ Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $745
Form or Registration No.: 005-52625
Filing Party: Citizens Communications Company and ELI Acquisition, Inc.
Date Filed: May 20, 2002
/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer. Check the appropriate boxes
below to designate any transactions to which the statement relates:
/ / third-party tender offer subject to Rule 14d-1.
/X/ issuer tender offer subject to Rule 13e-4.
/X/ going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: / X/
ELI Acquisition, Inc., a Delaware corporation (the "Purchaser") and
Citizens Communications Company ("Citizens"), a Delaware corporation, amend and
supplement their Tender Offer Statement on Schedule TO and Schedule 13E-3,
initially filed on May 20, 2002, as amended by Amendment No. 1 thereto (the
"Schedule TO"), with respect to the Purchaser's offer to purchase (the "Offer")
all of the issued and outstanding shares of Class A common stock of Electric
Lightwave, Inc. ("ELI") that Citizens and its subsidiaries do not currently own
(the "Shares"), as set forth in this Amendment No. 2. Unless otherwise
indicated, all capitalized terms used but not otherwise defined herein shall
have the meanings given to such terms in the Schedule TO.
ITEMS 8, 11 AND 13.
Items 8, 11 and 13 of the Schedule TO, which incorporate by reference the
information contained in the Offer to Purchase, are hereby amended as follows:
The Offer expired by its terms at midnight, New York City time, on Monday,
June 17, 2002. Citizens estimates that 6,346,451 Shares, including guaranteed
deliveries, were tendered. The tendered Shares combined with the Shares already
owned by Citizens and its subsidiaries represent approximately 95.5% of the
outstanding shares of ELI's Class A common stock. Citizens has accepted for
payment all validly tendered Shares and will make prompt payment to the
Depositary for the accepted shares. The full text of the press release issued by
Citizens announcing the completion of the Offer is attached as Exhibit (a)(8)
hereto and incorporated by reference herein.
ITEM 12.
Item 12 of the Schedule TO is hereby amended by the addition of the
following exhibit thereto:
(a)(8) Press Release issued by Citizens dated June 18, 2002.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Statement is true, complete and correct.
ELI ACQUISITION, INC.
By: /s/ Donald B. Armour
-----------------------------------------
Name: Donald B. Armour
Title: Vice President and Secretary
CITIZENS COMMUNICATIONS COMPANY
By: /s/ Donald B. Armour
-----------------------------------------
Name: Donald B. Armour
Title: Vice President, Finance and Treasurer
Date: June 18, 2002
EXHIBIT INDEX
Exhibit Description
(a)(8) Press Release issued by Citizens dated June 18, 2002.
Exhibit (a)(8)
Citizens Communications
3 High Ridge Park
Stamford, CT 06905
203.614.5600
Web site: www.czn.net
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FOR IMMEDIATE RELEASE
Contact:
Brigid Smith
Assistant Vice President
Corporate Communications
203.614.5042
bsmith@czn.com
CITIZENS COMPLETES OFFER
FOR ELECTRIC LIGHTWAVE, INC. AND WILL REPAY BANK DEBT
STAMFORD, Conn., June 18, 2002 -- Citizens Communications Company (NYSE: CZN)
today announced the successful completion of its cash tender offer at $0.70 per
share for all of the outstanding publicly held Class A common shares of Electric
Lightwave, Inc. ("ELI") that Citizens does not own. In addition, Citizens will
prepay all $400 million outstanding under ELI's bank facility and cancel all
commitments thereunder by the end of June, 2002.
The Offer expired by its terms at midnight, New York City time, on Monday, June
17, 2002. Citizens estimates that 6,346,451 Shares, including guaranteed
deliveries, were tendered. The tendered Shares, combined with the Shares already
owned by Citizens and its subsidiaries, represent approximately 95.5 percent of
the outstanding shares of ELI's Class A common stock. Citizens has accepted for
payment all validly tendered Shares and will make prompt payment to the
Depositary for the accepted shares.
Citizens expects to complete a "short-form" merger in which ELI will become a
wholly owned, not publicly traded subsidiary of Citizens. In the merger, each
share of ELI common stock that was not tendered, other than shares owned by
Citizens and its subsidiaries and stockholders validly exercising appraisal
rights under Delaware law, will be converted into a right to receive $0.70 in
cash without interest. Completion of the merger is expected by the end of June,
2002.
About Citizens Communications Company
Citizens Communications provides wireline communications services to 2.5 million
telephone access lines in 24 states. It was the seventh largest local access
telephone provider in the United States as of December 31, 2001. The company
also provides competitive local exchange services in the West through Electric
Lightwave, Inc. In addition, the company provides natural gas transmission and
distribution and electric transmission and distribution to customers in Arizona,
Hawaii and Vermont. The company plans to divest these utility operations to
focus upon telecommunications. More information about Citizens can be found at
www.czn.net.
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