Employee Letter
Filed
by
Citizens Communications Company pursuant to Rule 425
promulgated
under the Securities Act of 1933, as amended,
and
deemed filed pursuant to Rule 14a-12 promulgated
under
the
Securities Act of 1934, as amended.
Subject
Company: Commonwealth Telephone Enterprises, Inc.
Commission
File No.: 0-11053
THIS
FILING CONSISTS OF AN EMAIL DISTRIBUTED TO EMPLOYEES OF COMMONWEALTH TELEPHONE
ENTERPRISES, INC.
November
14, 2006
To
All
Commonwealth Employees,
It
was a
pleasure to speak with you last Wednesday, and I look forward to our continued
conversations. I hope my message was clear: Citizens Communications/Frontier
is
absolutely committed to being thoughtful and respectful in making the decisions
that are necessary whenever companies come together. Acquisitions are like
any
relationships; the good ones are grounded upon respect, fairness, accountability
and responsibility. It’s not always an easy process, but if we do it right the
first time, we can do great things.
Our
regulatory proceedings are going well, with the expected curves in the road
being addressed by the right people. Our companies are lucky to have strong
teams leading the acquisition process. While our Human Resources group may
be
(or will soon become) the most visible members of Citizens to you, many
employees of Citizens and Commonwealth are working steadily behind the scenes
on
this project. They include folks in Regulatory, Information Systems, Finance,
Legal, Network, Facilities, Customer Service and more. I want us to get to
know
each other. I have asked Citizens employees visiting a Commonwealth office
or
operation to request permission to meet with employees, even if only to say
hello. It is important to remember that there are people behind every memo,
email and phone call. So take a moment to visit and start to get to know one
another.
I
want to
thank Mike Mahoney and his leadership team for allowing open dialogue between
our companies, especially my conversations with you. The feedback from the
calls
has been positive and gives me a better sense each time of what matters to
you.
We want to learn all we can, and we want you to know that we value you and
what
you do every day to make your company a success. I am counting on all of your
energy and enthusiasm coming to Citizens in 2007!
I
hope
you, your family and friends have a wonderful Thanksgiving. I look forward
to
meeting you.
Sincerely,
Maggie
Wilderotter
Chairman
and CEO
Citizens
Communications Company
203.614.5299
Citizens@czn.com
(MORE)
November
14, 2006
Page
2
Certain
Legal Notices
Additional
Information and Where to Find It
This
communication is not a substitute for the prospectus/proxy statement that
Citizens and Commonwealth have filed with the Securities and Exchange Commission
on November 7, 2006. Investors are urged to read the prospectus/proxy statement,
which contains important information, including risk factors, and any amendments
thereto when they become available. The prospectus/proxy statement and other
documents that will be filed by Citizens and Commonwealth with the Securities
and Exchange Commission will be available free of charge at the SEC’s website,
www.sec.gov, or by directing a request when such a filing is made to Citizens
Communications Company, 3 High Ridge Park, Stamford, CT 06905, Attention:
Investor Relations; or to Commonwealth Telephone Enterprises, Inc., 100 CTE
Drive, Dallas, Pennsylvania 18612, Attention: Investor Relations. The final
prospectus/proxy statement will be mailed to shareholders of
Commonwealth.
This
communication shall not constitute an offer to sell or the solicitation of
an
offer to buy securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such jurisdiction.
Citizens and Commonwealth, and certain of their respective directors, executive
officers and other members of management and employees, are participants in
the
solicitation of proxies in connection with the proposed merger between
Commonwealth and a wholly-owned subsidiary of Citizens. Information about the
directors and executive officers of Citizens is set forth in the proxy statement
for Citizens’ 2006 annual meeting of stockholders. Information about the
directors and executive officers of Commonwealth is set forth in the proxy
statement for Commonwealth’s 2006 annual meeting of shareholders. Investors may
obtain additional information regarding the interests of such participants
in
the proposed merger by reading the prospectus/proxy statement and any amendments
thereto when they become available.
Forward-Looking
Statements
This
communication contains forward-looking statements that are subject to risks
and
uncertainties that could cause actual results to differ materially from those
expressed or implied in the statements. These and all forward-looking statements
(including oral representations) are only predictions or statements of current
plans that are constantly under review by Citizens and Commonwealth. All
forward-looking statements may differ from actual results. The foregoing
information should be read in conjunction with Citizens’ and Commonwealth’s
filings with the U.S. Securities and Exchange Commission including, but not
limited to, their reports on Forms 10-K and 10-Q. Citizens and Commonwealth
do
not intend to update or revise these forward-looking statements to reflect
the
occurrence of future events or circumstances.
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