CITIZENS COMMUNICATIONS COMPANY
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FORM 10-K/A
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
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OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE YEAR ENDED DECEMBER 31, 2002
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CITIZENS COMMUNICATIONS COMPANY AND SUBSIDIARIES
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No.1)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2002
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OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________ to ___________
Commission file number 001-11001
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CITIZENS COMMUNICATIONS COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 06-0619596
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
3 High Ridge Park
Stamford, Connecticut 06905
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 614-5600
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Securities registered pursuant to Section 12(b) of the Act:
(Title of each class) (Name of each exchange on which registered)
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Common Stock, par value $.25 per share New York Stock Exchange
Guarantee of Convertible Preferred Securities of Citizens Utilities Trust New York Stock Exchange
Equity Units New York Stock Exchange
Citizens Convertible Debentures N/A
Guarantee of Partnership Preferred Securities of Citizens Utilities Capital L.P. N/A
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes X No
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The aggregate market value of common stock held by non-affiliates of the
registrant on June 30, 2002 was approximately $2,282,096,740, based on the
closing price of $8.36.
The number of shares outstanding of the registrant's Common Stock as of February
28, 2003 was 282,913,758.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the registrant's 2003 Annual Meeting of
Stockholders to be held on May 13, 2003 are incorporated by reference into Part
III of this Form 10-K.
Explanatory Note
Citizens Communications Company (the Registrant) is filing this Amendment No. 1
to its Annual Report on Form 10-K to replace Item 14, Controls and Procedures,
filed with the Securities and Exchange Commission (SEC) on March 24, 2003.
Item 14. Controls and Procedures
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(a) Evaluation of disclosure controls and procedures
We carried out an evaluation, under the supervision and with the
participation of our management, regarding the effectiveness of the design
and operation of our disclosure controls and procedures. Based upon this
evaluation, our principal executive officer and principal financial officer
concluded, as of the end of the period covered by this report, December 31,
2002, that our disclosure controls and procedures are effective.
(b) Changes in internal control over financial reporting
During the fourth quarter of 2002 we became aware of irregularities
involving payments made by certain of our public utilities operations for
services or benefits that we did not receive. The payments did not involve
our operations in Arizona, Vermont, or Hawaii. With the assistance of
forensic specialists, outside auditors, and counsel, we investigated these
irregularities and identified a total of $7.8 million that had been
embezzled from the Company. These payments were reflected in our financial
statements as charges to earnings (primarily during 2002). The U.S.
Government recovered approximately $6.0 million (which was turned over to
us) and most of the remaining funds outstanding were reimbursed by
insurance.
As a result of the matters described in the preceding paragraph and such
investigation, we centralized our payment functions for our public services
sector in our Stamford, Connecticut headquarters. We do not believe that
such changes materially affected, or are reasonably likely to materially
affect, the registrant's internal control over financial reporting.
There were no changes in our internal control over financial reporting
identified in an evaluation thereof that occurred during the last fiscal
quarter of 2002 that materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
Item 15. Exhibits
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a) Exhibits:
31.1 Certification of Principal Executive Officer pursuant to Rule 13a-14(a)
under the Securities Exchange Act of 1934.
31.2 Certification of Principal Financial Officer pursuant to Rule 13a-14(a)
under the Securities Exchange Act of 1934.
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section
1350,as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section
1350,as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
SIGNATURES
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Pursuant to the requirements of Section 13 or 15(d) 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
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(Registrant)
By: /s/ Robert J. Larson
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Robert J. Larson
Senior Vice President and
Chief Accounting Officer
March 11, 2004