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): September 21, 2004
CITIZENS COMMUNICATIONS COMPANY
(Exact name of registrant as specified in its charter)
Delaware 001-11001 06-0619596
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) 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 1.01 Entry into Material Definitive Agreements.
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The information set forth under Item 5.02 "Departure of Directors or
Principal Officers; Election of Directors; Appointment of Principal
Officers" is incorporated herein by reference.
In addition, on September 16, 2004, Citizens Communications Company
entered into two material employment agreements retroactive to
September 1, 2004 as follows:
(1) Citizens Communications Company entered into an employment agreement
with Jerry Elliott, currently employed with the Company as an
Executive Vice President and Chief Financial Officer since 2002.
Pursuant to the terms of Mr. Elliott's employment agreement, Mr.
Elliott earns an annual base salary of $500,000. The employment
agreement has a five year term expiring in September of 2009 that
automatically renews at the end of the initial or any renewal term for
an additional one year term unless either party provides prior notice
of non renewal. Mr. Elliott is also entitled to a target bonus amount
equal to 100% of the base salary. Additionally, with respect to each
fiscal year during the employment term, the Company shall grant a
number of restricted shares of common stock with an aggregate value on
the date of each grant equal to between $750,000 and $1,000,000 as
determined by the Compensation Committee of the Board.
If Mr. Elliott's employment is terminated without cause, or by Mr.
Elliott with good reason (as defined in the employment agreement), he
will be entitled to payment of base salary and target bonus for the
remainder of the term, plus an amount equal to three times the sum of
base salary and target bonus, and all restricted shares will vest. In
the event of a constructive termination following a change in control,
he will be entitled to these amounts, subject to reduction if such
amounts would be subject to excise taxes under Section 4999 of the
Internal Revenue Code of 1986.
Upon the retirement from the Board of the first member of the Board
who is not an "independent director" (within the meaning of the
Sarbanes Oxley Act of 2002), Mr. Elliott shall become a member of the
Board.
(2) Citizens Communications Company entered into an employment agreement
with Robert Larson, currently employed with the Company as an Senior
Vice President and Chief Accounting Officer since 2000.
Pursuant to the terms of Mr. Larson's employment agreement, Mr. Larson
earns an annual base salary of $175,000. The employment agreement has
a five year term expiring in September of 2009 that automatically
renews at the end of the initial or any renewal term for an additional
one year term unless either party provides prior notice of non
renewal. Mr. Larson is also entitled to a target bonus amount equal to
50% of the base salary. Additionally, with respect to each fiscal year
during the employment term, the Company shall grant a number of
restricted shares of common stock with an aggregate value on the date
of each grant equal to between $200,000 and $300,000 as determined by
the Compensation Committee of the Board.
If Mr. Larson's employment is terminated without cause, or by Mr.
Larson with good reason (as defined in the employment agreement), he
will be entitled to payment of base salary and target bonus for the
remainder of the term, plus an amount equal to three times the sum of
base salary and target bonus, and all restricted shares will vest. In
the event of a constructive termination following a change in control,
he will be entitled to these amounts, subject to reduction if such
amounts would be subject to excise taxes under Section 4999 of the
Internal Revenue Code of 1986.
ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors;
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Appointment of Principal Officers.
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Citizens Communications Company has entered into an employment
agreement with Mary A. Wilderotter, 49 years old, pursuant to which
Ms. Wilderotter was appointed as President and Chief Executive
Officer, effective November 1, 2004. Most recently, since 2004 Ms.
Wilderotter was Senior Vice President of the World Wide Public Sector
at Microsoft Corporation, the computer software provider, responsible
for strengthening customer and partner outreach in the government and
education markets, as well as working across Microsoft's business
divisions on developing and coordinating forward-looking strategies.
Before that, since 2002 she was Senior Vice President, World Wide
Business Strategy of Microsoft, responsible for Microsoft's overall
business roadmap and its emerging markets strategy. Previously, Ms.
Wilderotter was President and Chief Executive Officer of Wink
Communications Inc. from 1996 to 2002, Executive Vice President of
national operations for AT&T Wireless Services Inc. and Chief
Executive Officer of AT&T's Aviation Communications Division. Prior to
that she served as Senior Vice President of McCaw Cellular
Communication Inc. Wink Communications was a provider of end to end
systems for low-cost electronic commerce on television, and AT&T
Wireless and McCaw Cellular are wireless telephone providers.
Wilderotter has received national recognition for her contribution to
the television industry. The National Cable Television Association
honored her with the Vanguard Award for Distinguished Leadership in
1989 and again in 2000. In addition, she received the 1999 Outstanding
Mentor Award from the Women in Cable and Telecommunications Foundation
and its Top 10 Women in Cable & Telecommunications Award in 1989.
Wilderotter serves on the Board of Directors of Anixter International,
McClatchy Corporation, and Quantum Corporation.
Pursuant to the terms of Ms. Wilderotter's employment agreement, she
earns an annual base salary of $700,000. The employment agreement has
a five year term expiring in September of 2009 that automatically
renews at the end of the initial or any renewal term for an additional
one year term unless either party provides prior notice of non
renewal. Ms. Wilderotter is also entitled to a target bonus amount
equal to 100% of the base salary, which is guaranteed with respect to
2004. With respect to each fiscal year during the employment term
after 2004, the Company shall grant a number of restricted shares of
common stock with an aggregate value on the date of each grant equal
to between $1,000,000 and $2,000,000 as determined by the Compensation
Committee of the Board. Upon commencement of her employment, Ms.
Wilderotter will receive a grant of 150,000 restricted shares of
common stock. These grants will vest over five years. The Company will
also pay relocation expenses up to $500,000.
If Ms. Wilderotter's employment is terminated without cause, or by Ms.
Wilderotter with good reason (as defined in the employment agreement),
she will be entitled to payment of base salary and target bonus for
the remainder of the term, plus an amount equal to three times the sum
of base salary and target bonus, and all restricted shares will vest.
In the event of a constructive termination following a change in
control, she will be entitled to these amounts, subject to reduction
if such amounts would be subject to excise taxes under Section 4999 of
the Internal Revenue Code of 1986. If the amount payable by the
Company, less such excise taxes payable by Ms. Wilderotter, exceeds by
more than 125% the amount payable without casing the loss of deduction
to the Company under Section 280G of the Internal Revenue Code, Ms.
Wilderotter will be entitled to additional amounts to make her whole
for such excise taxes.
Ms. Wilderotter will become a member of the Board.
ITEM 8.01 Other Events
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Attached hereto as Exhibit 99.1 is a press release issued on September
21, 2004 announcing the appointment of Mary A. Wilderotter as
President and Chief Executive Officer of Citizens Communications
Company.
ITEM 9.01 Financial Statements and Exhibits
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(c) Exhibits
99.1 Press Release of Citizens Communications Company dated
September 21, 2004.
SIGNATURE
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)
By: /s/ Robert J. Larson
--------------------------
Robert J. Larson
Senior Vice President and
Chief Accounting Officer
Date: September 21, 2004
Exhibit 99.1
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
MAGGIE WILDEROTTER NAMED
PRESIDENT AND CHIEF EXECUTIVE OFFICER OF
CITIZENS COMMUNICATIONS
Stamford, Conn., Sept. 21, 2004 - Citizens Communications (NYSE: CZN) today
announced that Maggie Wilderotter has been named President and Chief Executive
Officer of the company. Wilderotter, a recognized leader in the
telecommunications and cable industry, will join Citizens on Nov. 1, 2004.
"Maggie brings an extraordinary level of experience to her new position," said
Rudy J. Graf, a member of Citizens' Board of Directors. "Citizens' shareholders,
customers and employees will benefit from her management expertise and extensive
experience in day-to-day operations. She is a proven leader in all aspects of
the telephony and cable business."
Most recently, Wilderotter, 49, was Senior Vice President, Worldwide Public
Sector for Microsoft Corp., responsible for its government and education markets
globally. Before that, she was Senior Vice President, Worldwide Business
Strategy, responsible for the company's overall business roadmap and its
emerging markets strategy.
"I am excited about the opportunity to lead Citizens Communications. I've had
the privilege to know members of the Board and of Management for the past 10
years. The company has huge potential to provide enhanced communication services
to its customers and I'm looking forward to helping the company grow to the next
level," said Wilderotter, who was previously a director of Electric Lightwave,
Inc., a formerly publicly-traded subsidiary of Citizens. "Microsoft has been a
wonderful experience. I'm only leaving because I couldn't pass up the
opportunity to get back to my telecommunications roots as a CEO of a company
with great assets and a lot of potential."
Prior to joining Microsoft, Wilderotter was President and Chief Executive
Officer of Wink Communications, a publicly-traded provider of an end-to-end
system for low-cost electronic commerce on television. By the time Wink was sold
to Liberty Media in 2002, it had 18 million subscribers.
-MORE-
Earlier, Wilderotter was Executive Vice President-National Operations for AT&T
Wireless and, before that, President-Western Region for McCaw Cellular.
Wilderotter began her career with U.S. Computer Services, Inc./Cable Data, where
she spent 12 years in positions of increasing responsibility, including Senior
Vice President and General Manager- CableData, United States, Canada and Europe.
Wilderotter has received numerous honors and awards, including the Vanguard
Award for Distinguished Leadership, the most prestigious award presented by the
National Cable Television Association. She also received the first ever
Outstanding Mentor Award from the Women in Cable and Telecommunications
Foundation and the Top 10 Women in Cable and Telecommunications Award for her
support of the association and advocacy of women in the cable industry.
Wilderotter is a member of the board of directors of Anixter International,
Quantum Corp. and McClatchy Corp. and a number of non-profit organizations. She
earned a B.A. in Economics and Business Administration from the College of the
Holy Cross, where she serves on the Board of Trustees.
More information about Citizens Communications may be found at www.czn.net.
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