SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM 8-A/A
(AMENDMENT NO. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CITIZENS COMMUNICATIONS COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 06-0619596
(State of Incorporation or organization) (I.R.S. Employer
Identification No.)
3 High Ridge Park, Stamford, Connecticut 06905
(Address of principal executive offices) (zip code)
If this form relates to the registration If this form relates to the
of a class of securities pursuant to registration of a class of securities
Section 12(b) of the Exchange Act and pursuant to Section 12(g) of the
is effective pursuant to General Exchange Act and is effective pursuant
Instruction A.(c), check the following to General Instruction A.(d), check
box. (X) the following box. ( )
Securities Act registration statement file number to which this form
relates: N/A
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None
This Form 8-A/A amends and supplements the Form 8-A filed by
Citizens Communications Company, a Delaware corporation (the "Company"), with
the Securities and Exchange Commission on March 22, 2002, with respect to the
Preferred Stock Purchase Rights (the "Original Form 8-A"). Capitalized terms
used without definition herein shall have the meaning set forth in the
Original Form 8-A.
Item 1: Description of Registrant's Securities to be Registered
On January 16, 2003, Citizens Communications Company (the
"Company") and Mellon Investors Services, as Rights Agent, entered into
Amendment No. 1 to the Rights Agreement, dated as of January 16, 2003 (the
"Rights Agreement Amendment"), which amended the Rights Agreement, dated as of
March 6, 2002 (as amended the "Rights Agreement"), between the Company and the
Rights Agent, (i) to increase from 15% to 20% the ownership percentage of the
Company's common stock that any institutional investor who has reported its
beneficial ownership of shares of the Company's common stock on Schedule 13G
under the Securities Exchange Act of 1934 may own without becoming an
"Acquiring Person" and thereby triggering the rights plan and (ii) to increase
from 20% to 22.5% the percentage of the Company's common stock that an
institutional Schedule 13G filer may inadvertently beneficially own without
triggering the rights plan. Pursuant to the Rights Agreement Amendment, if
such an institutional 13G filer subsequently files a Schedule 13D, such
institutional investor would have 20 business days to reduce its ownership
percentage to below 15%. The Rights Agreement Amendment is attached hereto as
an exhibit and is hereby incorporated by reference. The forgoing description
of the Rights Agreement Amendment does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement Amendment.
Item 2: Exhibits
Item 2 of the Original Form 8-A is amended as follows:
Exhibit No. Exhibit
1.1 Amendment No. 1 to Rights Agreement, dated as of January 16,
2003, between Citizens Communications Company and Mellon
Investor Services LLC, as Rights Agent.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Date: January 16, 2003
CITIZENS COMMUNICATIONS COMPANY
By: /s/ L. Russell Mitten
-----------------------------------
Name: L. Russell Mitten
Title: Secretary
EXHIBIT INDEX
Exhibit No. Exhibit
1.1 Amendment No. 1 to Rights Agreement, dated as of
January 16, 2003, between Citizens Communications Company
and Mellon Investor Services LLC, as Rights Agent.