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): February 15, 2005
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
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01 Entry into a Material Definitive Agreement
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On February 15, 2005, Citizens Communications Company entered into an
employment agreement with John H. Casey, III, who has been employed by
the company since 1999 and who is currently employed as an Executive
Vice President.
The employment agreement has an initial term of five years, expiring
in February of 2010, 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.
Pursuant to the terms of his employment agreement, Mr. Casey earns a
base salary of $400,000. He is also entitled to a target bonus amount
equal to 100% of his base salary. Additionally, with respect to each
fiscal year during his employment term, Mr. Casey is eligible to
receive a grant of restricted shares of common stock in an amount to
be determined by the Compensation Committee of the Company's Board of
Directors commensurate with Mr. Casey's performance. He also will
receive a grant of 50,000 restricted shares of stock for his
performance during 2004.
If Mr. Casey's employment is terminated without cause or if he resigns
his employment for "good reason" (as defined in the agreement), he
will receive an amount equal to one year of the then current base
salary and the target bonus, both payable on the date of termination.
All restricted shares of common stock will vest and become
non-forfeitable and he will continue coverage under the medical,
dental, life insurance, and other health and welfare benefits provided
by the Company for one year from the date of termination. In the event
of a constructive termination as a result of a "change in control" (as
defined in the agreement), he will be entitled to receive these same
amounts subject to reduction if such amounts would be subject to
excise taxes under Section 4999 of the Internal Revenue Code of 1986.
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
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Robert J. Larson
Senior Vice President and
Chief Accounting Officer
Date: February 22, 2005