<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Electric Lightwave, Inc.
- -----------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
-----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
/X/ No fee required
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
5) Total fee paid:
----------------------------------------------------------------------
Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
1) Amount Previously Paid:
___________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
___________________________________________________________________________
3) Filing Party:
___________________________________________________________________________
4) Date Filed:
___________________________________________________________________________
<PAGE>
[GRAPHIC OMITTED]
Administrative Offices
4400 NE 77th Avenue
Vancouver, Washington 98662
(360) 816-3000
- --------------------------------------------------------------------------------
March 24, 2000
Dear Fellow Stockholder:
I am pleased to invite you to attend the 2000 Annual Meeting of the
Stockholders of Electric Lightwave, Inc. which will be held at the Hilton
Minneapolis Towers, Minneapolis, MN on Thursday, May 18, 2000 at 3:00 p.m.,
Central Time.
It is important that your shares be represented whether or not you attend
the meeting. In order to insure that you will be represented, we ask that you
sign, date, and return the enclosed proxy. If present, you may revoke your
proxy and vote in person.
Attendance at the Annual Meeting will be limited to employees and to
stockholders as of the record date or their authorized representative. Because
of space limitations, admission to the Annual Meeting will be by admission card
only. Registered stockholders planning to attend the meeting should complete
and return the advance registration form on the back page of this Proxy
Statement. An admission card will be mailed to you about two weeks before the
meeting. If your shares are held through an intermediary such as a bank or
broker, you should request an admission card by writing to Shareholder
Services, Electric Lightwave, Inc., Three High Ridge Park, Stamford, CT 06905.
Please include proof of ownership such as a bank or brokerage firm account
statement or a letter from the broker, trustee, bank or nominee holding the
stock confirming your beneficial ownership.
We look forward to seeing and meeting with you at the annual meeting.
Cordially,
[GRAPHIC OMITTED]
Rudy J. Graf
Chief Executive Officer
[GRAPHIC OMITTED]
<PAGE>
[GRAPHIC OMITTED]
Administrative Offices
4400 NE 77th Avenue
Vancouver, Washington 98662
(360) 816-3000
- --------------------------------------------------------------------------------
March 24, 2000
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
------------
To the Stockholders of
ELECTRIC LIGHTWAVE, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Electric
Lightwave, Inc. will be held at the Hilton Minneapolis Towers, Minneapolis, MN
on Thursday, May 18, 2000 at 3:00 p.m., Central Time, for the following
purposes:
1. To elect directors; and
2. To transact such other business as may properly be brought before the
meeting or any adjournment or postponement of the meeting.
The Board of Directors has fixed the close of business on March 23, 2000
as the record date for the determination of stockholders entitled to notice of
and to vote at the meeting or any adjournment or postponement of the meeting.
A complete list of stockholders entitled to vote at the meeting will be
open to the examination of stockholders during ordinary business hours, for a
period of ten days prior to the meeting, at the offices of Maslon Edelman
Borman & Brand LLP, 2200 Norwest Center, Minneapolis, MN and at the site of the
meeting on the meeting date.
By Order of the Board of Directors
Charles J. Weiss
Secretary
<PAGE>
PROXY STATEMENT
This statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Electric Lightwave, Inc. to be voted at our annual
meeting of stockholders. The mailing address of our administrative offices is
4400 NE 77th Avenue, Vancouver, Washington 98662. The approximate date on which
this proxy statement and form of proxy are first being sent or given to
stockholders is March 31, 2000.
Only holders of record of our Class A Common Stock, par value $.01 per
share, and Class B Common Stock, par value $.01 per share, as of the close of
business on March 23, 2000, the record date, will be entitled to notice of and
to vote at, the annual meeting. As of the record date, there were 9,117,354
shares of Class A Common Stock outstanding, each of which is entitled to one
vote, and 41,165,000 shares of Class B Common Stock outstanding, each of which
is entitled to ten votes, at the annual meeting. As of the record date, an
additional 28,696 shares of Class A Common Stock were outstanding and held by
us as treasury shares. The presence in person or by proxy of the holders of a
majority of the outstanding shares of common stock will be necessary to
constitute a quorum for the transaction of business at the annual meeting.
Directors will be elected by a plurality vote of the common stock present
or represented by proxy at the meeting and entitled to vote at the meeting.
Abstentions will have the effect of a negative vote with respect to the
election of directors. Brokers who hold shares in street name for customers do
not have discretionary authority to vote on certain items when they have not
received instructions from beneficial owners; shares represented by proxies
indicating that the broker has not voted the shares on such matters are "broker
non-votes". Under applicable Delaware law, a broker non-vote would be counted
for purposes of determining a quorum, but would not be counted for purposes of
determining the outcome of the election of directors. Brokers not receiving
instructions from our stockholders may vote at the meeting on the election of
directors. Stockholders may not cumulate their votes. Unless contrary
instructions are given, all proxies received pursuant to this solicitation will
be voted in favor of the election of the nominees. Stockholders who execute
proxies may revoke them at any time before they are voted.
Stock Ownership of Certain Beneficial Owners, Directors and Executive Officers
As of February 29, 2000, no person or group of persons except for Citizens
Utilities Company ("Citizens"), Buckingham Capital Management Incorporated and
Baron Capital Group, Inc. were known by us to beneficially own more than 5% of
any class of our common stock. Except as otherwise indicated below, each such
person or group has sole voting and investment power with respect to the
securities beneficially owned. All information regarding the number of shares
beneficially owned, and regarding voting and investment power with respect
thereto, by each such person or group other than Citizens that owns
beneficially more than 5% of our common stock is based solely upon our review
of Schedules 13G on file with the Securities and Exchange Commission as of
February 29, 2000. As of February 29, 2000, Citizens, with offices at Three
High Ridge Park, Stamford, Connecticut 06905, beneficially owned, through its
wholly-owned subsidiary CUCapitalCorp., 41,165,000 shares of Class B Common
Stock, representing all of the outstanding shares of Class B Common Stock and
approximately 82.0% of the total number of shares of common stock outstanding
and approximately 97.9% of the total voting interests. As of February 29, 2000,
Buckingham, with offices at 630 Third Avenue, Sixth Floor, New York, New York
10017, beneficially owned 808,400 shares of Class A Common Stock, representing
approximately 8.9% of the outstanding shares of Class A Common Stock and
approximately 1.6% of the total number of shares of common stock outstanding
and approximately 1.2% of the total voting interests. Baron, with offices at
767 Fifth Avenue, New York, NY 10153 beneficially owned 1,311,300 shares of
Class A Common Stock, representing approximately 14.5% of the outstanding
shares of Class A Common Stock and approximately 2.6% of the total voting
interests. Each of Baron Capital Group, Inc. (1,311,300), Bamco, Inc.
(1,100,000), Baron Capital Management, Inc. (211,300), Baron Growth Fund
(560,000), Baron Small Cap Fund (500,000) and Ronald Baron (1,311,300) has
shared voting and investment power over the number of shares appearing after
their respective names.
1
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The following table reflects shares of common stock beneficially owned (or
deemed to be beneficially owned pursuant to the rules of the Securities and
Exchange Commission) as of February 29, 2000 by each of our directors and by
each of the executive officers named in the Summary Compensation Table included
elsewhere herein, and our current directors and all executive officers as a
group. Except as otherwise described below, each of the persons named in the
table has sole voting and investment power with respect to the securities
beneficially owned.
<TABLE>
<CAPTION>
Class of Common
Stock Owned(1)
--------------------------------------
Name Position Class A Class B
- ---- ------------------------ ----------------- -------------------
<S> <C> <C> <C>
Rudy J. Graf(5) .............. Chief Executive
Officer and Director 0 41,165,000(6)
Guenther E. Greiner .......... Director 26,073 0
Stanley Harfenist(5) ......... Director 80,947(7) 41,165,000(6)
Randall J. Lis(5) ............ Vice President 96,963(8) 0
Kerry D. Rea(5) .............. Vice President 24,114 0
Scott N. Schneider ........... Executive Vice
President and Director 0 41,165,000(6)
David B. Sharkey(5) .......... President and Chief
Operating Officer 159,792(9) 41,165,000(6)
Robert A. Stanger(5) ......... Director 44,447(10) 41,165,000(6)
Leonard Tow(11) .............. Chairman 233,334(12) 41,165,000(6)
Maggie Wilderotter ........... Director 25,947 0
John P. Wolff(5) ............. Vice President 98,062(8) 41,165,000(6)
All Executive Officers and
Directors as a group
13 Persons(13) ..................................... 825,679 41,165,000(6)
</TABLE>
Acquirable Percentage of
Within 60 Common Stock
Days(2) Owned(3)
------------ ----------------------
Name Class A Class B(4)
- ---- --------- -----------
Rudy J. Graf(5) ..............
0 * 100
Guenther E. Greiner .......... 21,484 * *
Stanley Harfenist(5) ......... 75,000 * 100
Randall J. Lis(5) ............ 84,534 1.1 *
Kerry D. Rea(5) .............. 18,600 * *
Scott N. Schneider ...........
0 * 100
David B. Sharkey(5) ..........
33,334 1.8 100
Robert A. Stanger(5) ......... 25,000 * 100
Leonard Tow(11) .............. 33,334 2.6 100
Maggie Wilderotter ........... 25,000 * *
John P. Wolff(5) ............. 84,534 1.1 100
All Executive Officers and
Directors as a group
13 Persons(13) ........... 436,820 8.7 100
- ------------
* Represents less than 1% of our outstanding common stock.
(1) Pursuant to rules of the Securities Exchange Commission, includes shares
acquirable as further described in footnote (2). Shares owned as of
February 29, 2000 may be determined by subtracting the number under
"Acquirable Within 60 Days" from that under "Common Stock Owned."
(2) Reflects number of shares that could be purchased by exercise of options as
of February 29, 2000 or within 60 days thereafter under our Equity
Incentive Plan.
(3) Based on number of shares outstanding at, or acquirable within, 60 days of
February 29, 2000.
(4) All Class B Common Stock is owned by CUCapitalCorp., a wholly-owned
subsidiary of Citizens. As a result of Citizens' ownership, the percentage
of Class B Common Stock beneficially owned by each of Dr. Tow and Messrs.
Graf, Harfenist, Schneider, Stanger, Sharkey and Wolff is deemed to be
100%.
(5) Mr. Graf owns beneficially 300,000 restricted shares of Citizens common
stock. Messrs. Harfenist and Stanger own beneficially 102,024 and 90,607
shares of Citizens common stock, respectively. Of these shares, 88,068 are
acquirable within 60 days by each of Messrs. Harfenist and Stanger.
Messrs. Sharkey, Lis, Rea and Wolff own beneficially 62,378; 30,190; 603
and 38,822 shares of Citizens common stock, respectively. Of the shares
reported in the prior sentence, 60,799 for Mr. Sharkey, 27,492 for Mr.
Lis, 0 for Mr. Rea and 27,491 for Mr. Wolff are acquirable within 60 days.
<PAGE>
(6) Consists entirely of shares of Class B Common Stock owned by Citizens of
which Leonard Tow is Chairman of the Board, Chief Executive Officer and a
director, Stanley Harfenist and Robert A. Stanger are directors and Rudy
J. Graf, Scott N. Schneider, David B. Sharkey and John P. Wolff are
executive officers. These shares of Class B Common Stock are included in
the above table for Leonard Tow, Stanley Harfenist, Robert A. Stanger,
Rudy J. Graf, Scott N. Schneider, David B. Sharkey and John P. Wolff as
required by the definition of beneficial ownership of the Securities and
Exchange Commission. By reason of the definition of beneficial ownership,
the above listed officers and directors and Citizens (through its
wholly-owned subsidiary CUCapitalCorp.) own an approximate 97.9% voting
interest in our common stock, and therefore each of the above individuals
is deemed to have an indirect beneficial interest in these 41,165,000
shares of Class B Common Stock. Except to the extent of such indirect
interest, each of the named individuals disclaims beneficial ownership of
any of these shares of Class B Common Stock.
2
<PAGE>
(7) Includes 5,000 shares of Class A Common Stock held by Stanley and Jean
Harfenist as Trustees for the Harfenist Family Trust.
(8) Includes for each of Messrs. Lis and Wolff 5,000 restricted performance
shares over which each of them has sole voting power but no dispositive
power.
(9) Includes 25,000 restricted shares over which Mr. Sharkey has sole voting
power but no dispositive power and 41,666 restricted performance shares
over which Mr. Sharkey has sole voting power but no dispositive power.
(10) Includes 3,500 shares of Class A Common Stock held by Mr. Stanger's wife.
Mr. Stanger disclaims beneficial ownership of these shares.
(11) Dr. Tow beneficially owns 10,156,957 shares of Citizens common stock,
3,592,844 shares of which are acquirable within 60 days. The total
includes 5,136,156 shares of Citizens common stock owned by Lantern
Partners LLC, of which Dr. Tow is the sole member, and therefore he is
deemed to have a beneficial interest in those 5,136,156 shares. The total
also includes 18,607 shares held by Dr. Tow's wife as custodian for her
minor grandchildren, 88,068 shares acquirable by her within sixty days;
and 1,590 shares of common stock are held in an individual retirement
account for the benefit of Mrs. Tow. Dr. Tow disclaims ownership of shares
owned by his wife, which shares are included in the total shares owned by
Dr. Tow as required by the definition of beneficial ownership of the
Securities and Exchange Commission. Dr. Tow owns approximately 3.8% of the
common stock of Citizens.
(12) Includes 25,000 restricted shares over which Dr. Tow has sole voting power
but no dispositive power and 125,000 restricted performance shares over
which Dr. Tow has sole voting power but no dispositive power.
(13) All of our directors and executive officers as a group own beneficially
11,292,914 shares of Citizens common stock (4,258,732 of which are
acquirable within 60 days), which represents approximately 3.9% of
Citizens common stock outstanding as of February 29, 2000 or acquirable
within 60 days thereafter.
ELECTION OF DIRECTORS
At the meeting, eight directors are to be elected to hold office until the
next annual meeting and until their successors have been elected and qualified.
All of the nominees are currently serving as our directors. Directors will be
elected by a plurality of the votes of the holders of shares of common stock,
present in person or represented by proxy at the meeting and entitled to vote
at the meeting. It is the intention of the persons named in the enclosed proxy
to vote for the election as directors of the nominees specified. In case any
such nominee should become unavailable for any reason, the proxy holders
reserve the right to substitute another person of their choice. The information
concerning the nominees and their security holdings has been furnished to us by
them. Leonard Tow, Rudy J. Graf, Scott N. Schneider and David B. Sharkey are
executive officers of Citizens, whose wholly owned subsidiary, CUCapitalCorp.,
is owner of 100% of our Class B Common Stock. Leonard Tow, Stanley Harfenist
and Robert A. Stanger are directors of Citizens. There are no family
relationships among any of our nominees and executive officers. For a
description of certain business relationships between Citizens and us, see
"Agreements with Citizens" below.
<TABLE>
<S> <C> <C>
Rudy J. Graf Chief Executive Officer of Electric Lightwave, Inc., Director since 1999
1999 to present; President and Chief Operating Officer
of Citizens Utilities Company, 1999 to present; Director,
President and COO, Centennial Cellular Corp., 1990 to
1999. Age 50
</TABLE>
3
<PAGE>
<TABLE>
<S> <C> <C>
Guenther E. Greiner President of International Corporate Consultancy LLC, a Director since 1998
global finance consulting service, 1998 to present;
Senior Group Executive/Executive Vice President of
Global Relationship Bank, 1995 to 1998, and Group
Executive/Executive Vice President of World Corpora-
tion Group, 1989 to 1995, both at Citibank/Citicorp.
Director, Ermenegildo Zegna, IFIL-Finanziaria di Par-
ticipazion, New York Philharmonic, German American
Chamber of Commerce, the American Institute for Con-
temporary German Stuidies/The Johns Hopkins Univer-
sity, and Corn Products International, Inc. Age 61
Stanley Harfenist President and Chief Executive Officer of Adesso, Inc., Director since 1997
manufacturer of hardware for the Macintosh computer,
1993 to December 1999; Director of Citizens Utilities
Company since 1992. Age 68
Scott N. Schneider Executive Vice President of Electric Lightwave, Inc. and Director since 1999
of Citizens Utilities Company since 1999, Director from
1996 to October 1999, Chief Financial Officer from 1996
to October 1999 and Senior Vice President and Treasurer
of Century Communications Corp. from 1991 to October
1999, Director, Chief Financial Officer, Senior Vice
President and Treasurer of Centennial Cellular Company,
1991 to 1999. Age 42
David B. Sharkey President and Chief Executive Officer, 1994 to October Director since 1995
1997, and President and Chief Operating Officer since
October 1997, of Electric Lightwave, Inc.; Vice Presi-
dent of Citizens Utilities Company since February 2000.
Age 50
Robert A. Stanger Chairman, Robert A. Stanger & Company, investment Director since 1997
banking and consulting services, 1978 to present, Pub-
lisher, The Stanger Report, Director, Callon Petroleum
Company, Inc., exploration and production of oil and
natural gas. Director, Citizens Utilities Company. Age 60
Leonard Tow Chairman of the Board of Electric Lightwave, Inc. since Director since 1990
1997. Chairman and Chief Executive Officer, Citizens
Utilities Company, 1990 to present and Chief Fianancial
Officer of Citizens Utiltities Company, 1991 to 1997.
Chief Executive Officer and Director of Century Com-
munications Corp., a cable television company, since its
organization in 1973 to present, Chairman of the Board
since 1989 and Chief Financial Officer, 1973 to 1996.
Director, Hungarian Telephone and Cable Corp. Direc-
tor, United States Telephone Association. Age 71
Maggie Wilderotter President, Chief Executive Officer and Director of Wink Director since 1997
Communications since 1997; Executive Vice President,
AT&T Wireless Services, Inc. and Chief Executive
Officer of AT&T Aviation Communications Division
(Claircom), 1995 to 1997. Regional President of McCaw
Cellular Communications, Inc., 1991 to 1995. Director,
Airborne Express, Allied Riser Communications Corpo-
ration, American Tower Corporation and Gaylord Enter-
tainment. Age 45
</TABLE>
4
<PAGE>
Our Board of Directors recommends that you vote "for" the election of all
nominees for director.
Our Board of Directors held four meetings in 1999. Each incumbent director
attended at least 75% of the aggregate of these meetings and the total number
of meetings held by all committees of the Board on which he or she served as
described below under "Committees of the Board."
Committees of the Board
The board has standing Executive, Audit and Compensation Committees. The
full board serves as the nominating committee.
Executive Committee. Our Executive Committee is composed of Dr. Tow as
Chairman and Mr. Sharkey. The Committee did not meet in 1999. During intervals
between meetings of the board, the Executive Committee has the power and
authority of the board over the management of our business affairs and
property, except for powers specifically reserved by Delaware law or by our
Restated Certificate of Incorporation.
Audit Committee. Our Audit Committee is composed of Mr. Harfenist as
Chairman and Mr. Greiner, Mr. Stanger and Ms. Wilderotter. The committee met
twice in 1999. The committee's functions are to review the arrangements for and
scope of our independent accountants' audit, as well as to review the adequacy
of the system of internal accounting controls and recommend improvements
thereto. The committee discusses and reviews, with management and the
independent accountants, our draft annual report on Form 10-K and other major
accounting, reporting and audit matters. The committee also has oversight over
our Internal Audit Department.
Compensation Committee. Our Compensation Committee is composed of Mr.
Stanger as Chairman and Mr. Greiner, Mr. Harfenist and Ms. Wilderotter. The
committee met three times in 1999. The committee reviews our general
compensation strategies, acts as the committee for our Equity Incentive Plan
and our 1998 Employee Stock Purchase Plan and establishes and reviews
compensation for our Chief Executive Officer and other executive officers.
DIRECTORS' COMPENSATION
Each non-employee director is entitled to a $30,000 annual retainer and a
fee of $1,000 plus reasonable expenses for each board or committee meeting
attended in person or telephonically. Committee chairs are paid a fee of $2,000
per meeting attended. All of these fees are payable in cash and are eligible
for deferral until termination of service. Each non-employee director can
elect, in lieu of cash compensation, to have any portion of the annual retainer
and fees payable for meetings attended, paid in shares of our Class A Common
Stock or stock units representing our Class A Common Stock under our Equity
Incentive Plan. If a director elects payment of his compensation in stock
units, those units will be purchased at 85% of the average of the high and low
prices on the first trading day of the year in which they are earned. These
stock units which are payable either in cash or in shares of our common stock
as per the director's irrevocable election will be held by us until the earlier
of the director's retirement or death at which time they will be paid to the
director in accordance with his or her election. Each non-employee director
also receives an annual stock option grant of 7,500 shares, priced at the fair
market price of the stock on the grant date. The grant date in 1999 was January
1. Each new non-employee director also receives a 10,000 share sign-on option.
Dr. Tow and Messrs. Graf and Schneider, as a result of their employment with
Citizens, and Mr. Sharkey, as a result of his employment with us, are deemed to
be employee directors and thus are not eligible to receive compensation for
services rendered as directors.
5
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors is composed of four
independent directors who are responsible for setting and administering
compensation, including base salaries, annual incentives and stock-based awards
paid or awarded to our executive officers. The Compensation Committee oversees
and approves incentive plan philosophy, design, costs and administration. This
report discusses the committee's activities as well as its development and
implementation of policies regarding compensation paid to our executive
officers during 1999.
COMPENSATION OF THE EXECUTIVE GROUP
This section discusses our 1999 strategy for our compensation program. The
compensation of our Chief Executive Officer is discussed separately in this
report.
COMPENSATION STRATEGY
The Compensation Committee's executive compensation policy has the
following objectives:
o To align the interests of our executives and other key employees with
those of our customers, shareholders, employees and our strategic
objectives.
o To link compensation of executives to our performance.
o To competitively compensate executives by matching the diverse businesses
we operate in with a diverse portfolio of compensation and benefits so
that we can attract, motivate and retain executives of outstanding
ability.
o To target base salaries at about the 50th percentile and total annual
cash incentive between the 50th and 75th percentile for each executive as
compared to his or her industry-specific peers.
o To offer significant levels of at-risk compensation in the form of stock
options and/or restricted and performance share grants so that the
long-term rewards available to our executive officers will have a direct
correlation to shareholder value.
Base Salary
The Compensation Committee sets the base salary levels of our executive
officers annually, based on the duties and responsibilities which we expect
each executive to discharge during the current year and upon the executive's
performance during the previous year. We perform external market comparisons,
relative to industry-specific peers, based on individual job responsibility.
Annual Cash Incentives
To retain and incent employees, our annual cash incentive plan offers a
competitive mix of total cash compensation relative to comparable industry
norms. Cash incentives are paid to eligible employees during the first quarter
based on prior year goal attainment. The plan criteria are modified each year
based on changes in our business strategy.
The annual cash incentives approved by the Compensation Committee in 2000
were based on 1999 performance. 868 employees received awards representing 100%
of the population eligible to receive an award. Awards for 1999 reflected our
successful performance in achieving in excess of 100% of our financial targets.
Common Stock Long-Term Incentives
In connection with the initial public offering of our common stock, the
Compensation Committee adopted the Equity Incentive Plan effective October
1997. The purpose of the Equity Incentive Plan is to provide equity based
compensation incentives for high levels of performance and to attract and
retain outstanding employees. All stock options awarded are non-qualified,
awarded at fair market value, and vest over a period of three years. Phantom
shares or stock units that are payable solely in cash may also be awarded under
the Equity Incentive Plan. On March 20, 2000 our Board of Directors approved an
amendment to the Equity Incentive Plan to clarify
6
<PAGE>
that the limitation on the total number of awards that may be granted under the
Equity Incentive Plan applies only to awards payable in actual shares of our
common stock. This amendment approved a limit of 6,500,000 phantom shares or
stock units payable solely in cash that may be granted in the aggregate under
the Equity Incentive Plan.
Within the Equity Incentive Plan, two separate award programs were
created, the Management Stock Option Plan and the Distinguished Performance
Award. The Management Stock Option Plan is designed to grant stock options to
executives and other key management employees for individual contributions
toward achievement of goals. Target awards are based on salary levels and are
designed to compensate employees within the range of 85% to 150% of long-term
incentive compensation of comparable industries based on individual
performance.
The Distinguished Performance Award is designed to recognize and reward
key employees below the management level who are considered to have high
potential and who have made significant contributions. The target number of
shares is 700 stock options and award recommendations are designed to be within
the range of 400 to 1,000 options. Recommendations are at the discretion of the
employee's manager.
In March 1999, the Compensation Committee granted stock option awards to
350 executives/managers under the Management Stock Option Plan for 1998
performance. 371 employees received stock option awards under the Distinguished
Performance Award program, representing 51% of the eligible employees.
The Committee will consider Equity Incentive Plan Awards for 1999
performance in the spring of 2000. In 1999, the size of the pool available for
stock option awards was subject to performance criteria. The performance
measures for the first year (1999) were strictly financial, but in future years
such measures will include a focus on other value-drivers such as customer and
employee satisfaction. The total target pool can be reduced by up to 25% if our
goals are not achieved. From time to time we may make awards to certain
executive officers who are employees of Citizens.
The principal purpose of the Equity Incentive Plan is to provide an equity
incentive to employees to remain in our employment and to work diligently in
our best interests. The Board of Directors determined that this purpose would
not be achieved for employees holding options exercisable at prices above the
market price of our common stock, and further determined that it was critical
to our best interests and to our stockholders that we retain the services of
these employees. As such, the Board of Directors authorized the repricing of
certain stock options in 1998. In 1998 the Board of Directors offered to all
executive officers with outstanding options to purchase our common stock the
opportunity to exchange all, half or none of these options for a decreased
number of new options at a price per share equal to the fair market value of
our common stock on August 7, 1998, with no change in the stock option vesting
periods. The number of shares was determined using the Black-Scholes option
pricing model on an equivalent value basis to determine the exchange rate. Drs.
Tow, Ferguson and Mr. Sharkey were not granted options and therefore were not
eligible to participate in such repricing.
7
<PAGE>
The following table sets forth certain information concerning the
repricing of stock options held by the named executive officers during the last
ten years.
TEN-YEAR OPTION REPRICINGS
<TABLE>
<CAPTION>
Length of
Original
Number of Market Option
Securities Price of Exercise Term
Underlying Stock at Price at Remaining
Options/SARs time of Time of New at Date of
Repriced or Repricing or Repricing or Exercise Repricing or
Name Date Amended Amendment Amendment Price Amendment
- ---------------------- -------- -------------- -------------- -------------- ---------- -------------
(#) ($) ($) ($)
<S> <C> <C> <C> <C> <C> <C>
Todd Hanson .......... 8/7/98 73,000(1) $ 8.75 $ 16.00 $ 8.75 9.28 yrs.
Former Vice President
Randall Lis .......... 8/7/98 73,000(1) 8.75 16.00 8.75 9.28 yrs.
Vice President
John Wolff ........... 8/7/98 73,000(1) 8.75 16.00 8.75 9.28 yrs.
Vice President
Kerry D. Rea ......... 8/7/98 40,000(2) 8.75 19.1875 8.75 9.67 yrs.
Vice President
</TABLE>
- ------------
(1) 73,000 shares exchanged on equal value basis for 43,800 shares.
(2) 40,000 shares exchanged on equal value basis for 24,000 shares.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
Rudy J. Graf, our Chief Executive Officer, is President and Chief
Operating Officer of our parent company, Citizens Utilities Company. Mr. Graf's
1999 compensation was paid to him by Citizens Utilities Company. We currently
expect to make future awards to our chief executive officer under the Equity
Incentive Plan. Mr. Graf's base salary will be paid by Citizens Utilities
Company as long as he remains an employee of that company. See footnote 4 to
the Summary Compensation Table.
Compliance with Internal Revenue Code Section 162(m)
The Compensation Committee has been advised that the compensation paid to
the named executive officers in 1999, including the chief executive officer,
met the conditions required for full deductibility under Section 162(m) of the
Internal Revenue Code. Section 162(m) of the Internal Revenue Code generally
disallows a tax deduction to public companies for compensation over $1,000,000
paid to our chief executive officer or any of the four other most highly
compensated executive officers. Section 162(m) provides that qualifying
performance-based compensation will not be subject to the tax deduction limit
if certain requirements are met. The Compensation Committee has been advised
that Section 162(m) does not apply to the stock awards granted in 1999. We
expect to structure grants under our Equity Incentive Plan in a manner that
provides for an exemption from Section 162(m). The Compensation Committee
recognizes that, in certain instances, it may be in our best interests to
provide compensation that is not deductible.
Robert A. Stanger, Chair
Guenther E. Greiner
Stanley Harfenist
Maggie Wilderotter
8
<PAGE>
Executive Compensation
The following table sets forth, for services rendered to us for each of
the fiscal years ended December 31, 1999, 1998 and 1997, the compensation
awarded to, earned by or paid to (i) each individual serving as our Chief
Executive Officer during the fiscal year ended December 31, 1999; (ii) the four
other most highly compensated executive officers for 1999 who were serving as
our executive officers on December 31, 1999; and (iii) one other individual who
would have been included in (ii) above but for the fact that he was no longer
serving as our executive officer on December 31, 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
--------------------------------------
Other Annual
Salary Salary Bonus(1) Compensation
Name Year $ $ $
- ------------------------------- -------- ---------- ---------- --------------
<S> <C> <C> <C> <C>
Rudy J. Graf (4) .............. 1999 0 0 0
Chief Executive Officer 1998 -- -- --
and Director 1997 -- -- --
Daryl A. Ferguson(4) .......... 1999 0 0 0
Former Vice Chairman and 1998 0 0 0
Chief Executive Officer 1997 0 0 0
David B. Sharkey .............. 1999 259,375 203,438 0
President, Chief Operating 1998 229,167 150,000 0
Officer and Director 1997 183,333 100,000 0
John Wolff .................... 1999 174,315 97,125 0
Vice President--Sales and 1998 156,250 64,000 0
Marketing 1997 141,227 50,000 0
Randall Lis ................... 1999 162,717 97,125 0
Vice President-- 1998 151,250 62,000 0
Engineering & Operations 1997 133,278 50,000 0
Kerry D. Rea .................. 1999 101,500 46,920 0
Vice President and 1998 92,500 35,000 0
Controller 1997 19,788 4,500 0
Todd Hanson ................... 1999 116,147 0 0
Former Vice President-- 1998 151,250 62,000 0
Engineering 1997 138,223 50,000 0
<CAPTION>
Long-term Compensation
----------------------------
Awards Payouts
--------------- -----------
Securities Long-
Under- term
Restricted lying Incentive All Other
Stock Options/ Plan Conpen-
Awards SARs(2) Payouts sation(3)
Name $ (#) ($) $
- ------------------------------- ----------------- --------------- ----------- ----------
<S> <C> <C> <C> <C>
Rudy J. Graf (4) .............. 0 0 0 0
Chief Executive Officer -- -- -- --
and Director -- -- -- --
Daryl A. Ferguson(4) .......... (5) 100,000 0 0
Former Vice Chairman and 0 0 0 0
Chief Executive Officer (6) 0 0 0
David B. Sharkey .............. (5) 100,000 0 40,207
President, Chief Operating 0 0 0 33,759
Officer and Director (6) 40,703 0 30,036
John Wolff .................... (5) 20,000 0 4,800
Vice President--Sales and 0 0 0 4,688
Marketing 80,000(6) 146,000 0 2,900
Randall Lis ................... (5) 20,000 0 3,016
Vice President-- 0 0 0 3,004
Engineering & Operations 80,000 (6) 146,000 0 10,192
Kerry D. Rea .................. 0 7,800 0 2,929
Vice President and 0 40,000 0 2,775
Controller 0 0 0 0
Todd Hanson ................... (5) 20,000(7) 0 103,447
Former Vice President-- 0 0 0 4,538
Engineering 80,000 (6) 146,000 0 0
</TABLE>
- -----------
(1) Bonus amounts awarded are for performance for the stated Salary Year and
are determined and awarded in the subsequent year.
<PAGE>
(2) All awards shown are options; we have not awarded any SARs. All options in
this column, except options in the amount of 40,703 shares shown in 1997
for Mr. Sharkey, are exercisable for Class A Common Stock. The options for
40,703 shares are exercisable for shares of common stock of Citizens.
Citizens options are adjusted to reflect stock dividends paid subsequent
to date of grant. All awards of Citizens options were granted under the
Citizens Management Equity Incentive Plan or its successor plan, the
Citizens Equity Incentive Plan. Options in our stock were granted under
our Equity Incentive Plan.
(3) Represents Citizen's matching contribution to each named executive
officer's 401(k) plan. Additionally, represents $35,407 for the 1999,
$28,759 for the 1998 and $27,286 for the 1997 economic benefit of
split-dollar life insurance for Mr. Sharkey and a $99,963 severance
payment for Mr. Hanson whose employment with us was terminated in 1999.
(4) Rudy Graf, our Chief Executive Officer since November 23, 1999, has also
been the President and Chief Operating Officer of Citizens since October
11, 1999 and has been an employee of Citizens since September 1, 1999. Dr.
Ferguson, our Chief Executive Officer from October 1997 through October
11, 1999, was
9
<PAGE>
also the President and Chief Operating Officer of Citizens. Dr. Ferguson,
Mr. Graf and our other executive officers who are employees of Citizens are
compensated by Citizens on the basis of services rendered to Citizens and
its subsidiaries, including us. Citizens paid Mr. Graf $150,000 in salary in
1999, and Citizens granted him 300,000 restricted shares effective as of
September 1, 1999 that will vest 33-1/3% on each of September 1, 2000,
September 1, 2001 and September 1, 2002. Citizens also granted Mr. Graf
250,000 stock options with an exercise price of $11.09375 a share that have
the same vesting schedule as the restricted shares described above. In
connection with his retirement, Dr. Ferguson resigned as our Vice Chairman
of the Board of Directors and Chief Executive Officer effective October 11,
1999. Dr. Ferguson received an award of performance shares from us in 1997.
The restrictions on these performance shares have lapsed and the performance
criteria were deemed to have been met on January 1, 2000 under the terms of
Dr. Ferguson's retirement agreement.
(5) We granted Dr. Ferguson, Dr. Tow and Mr. Sharkey 25,000 restricted shares
each of our Class A Common Stock on March 29, 1999. These restricted
shares vest at the rate of 33.3% per year on each of March 29, 2000, 2001
and 2002. As of December 31, 1999, the total number of these shares held
by each of Dr. Ferguson, Dr. Tow and Mr. Sharkey was 25,000, with a market
value of $468,750, respectively. The restrictions on the restricted shares
granted to Dr. Ferguson lapsed on October 12, 1999 under the terms of his
retirement agreement.
(6) In connection with the initial public offering of our common stock, on
November 24, 1997 each of Drs. Tow and Ferguson and Mr. Sharkey was
granted 125,000 restricted performance shares of our Class A Common Stock.
As of December 31, 1999, the total number of these shares held by each of
Drs. Tow and Ferguson and Mr. Sharkey was 125,000, with a market value as
of December 31, 1999 of $2,343,750. Two-thirds of the shares granted to
Mr. Sharkey have vested and the remaining one-third will vest on the later
of November 24, 2000 or the achievement of a specified twelve-month
revenue goal. The restrictions on all of the shares granted to Dr.
Ferguson have lapsed and the performance criteria were deemed to have been
met on January 1, 2000 under the terms of his retirement agreement. The
restrictions on Dr. Tow's 125,000 shares will lapse only if we attain
revenues of at least $170 million for the thirteen months ended June 30,
2001 or for any thirteen month period thereafter until January 2005.
Recipients of restricted performance shares have the right to vote and to
receive dividends, if paid, on such shares. Each of Messrs. Wolff, Lis and
Hanson were granted 15,000 restricted performance shares of our Class A
Common Stock in 1997, of which 10,000 shares each have become
unrestricted.
(7) Mr. Hanson was awarded 20,000 options on March 29, 1999. All of these
options were forfeited upon the termination of Mr. Hanson's employment on
September 3, 1999.
10
<PAGE>
1999 OPTION GRANTS
The following table sets forth certain information concerning options
granted to the named executive officers in 1999. No stock appreciation rights
were granted in 1999. Option totals are as of the grant date.
<TABLE>
<CAPTION>
Number of % of Total
Securities Options/SARs Exercise
Underlying Granted to or Base Grant Date
Options/SARs Employees in Price Expiration Present
Name Granted(#)(1) Fiscal Year ($/Sh)(2) Date Value $(3)
- --------------------------- --------------- -------------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Daryl A. Ferguson ......... 100,000 5.65% 8.87 3/28/09 566,000
David B. Sharkey .......... 100,000 5.65% 8.87 3/28/09 566,000
John Wolff ................ 20,000 1.13% 8.87 3/28/09 113,200
Randall Lis ............... 20,000 1.13% 8.87 3/28/09 113,200
Kerry D. Rea .............. 7,800 0.44% 8.87 3/28/09 44,148
Todd Hanson ............... 20,000(4) 1.13% 8.87 3/28/09 113,200
</TABLE>
- ------------
(1) All options become exercisable at the rate of 33.3% per year on March 29 of
2000, 2001 and 2002. Each of the 100,000 options to acquire our Class A
Common Stock that we granted to Dr. Ferguson in 1999 vested and became
immediately exercisable on October 12, 1999, the date of Dr. Ferguson's
executive retirement agreement.
(2) These options were granted on March 29, 1999 and the exercise price is
$8.87.
(3) Based on the Black-Scholes option pricing model adapted for use in valuing
executive stock options. The actual value, if any, an executive may
realize will depend on the excess of the stock price over the exercise
price on the date the option is exercised, so that there is no assurance
the value realized, if any, by an executive will be at or near the value
estimated by the Black-Scholes model. The estimated values under that
model are based on arbitrary assumptions as to variables such as interest
rates, stock price volatility and future dividend yield. The pricing model
assumes a dividend yield of 0.00%, a riskless rate of return of 5.28%, a
six-year term to exercise and volatility of .66.
(4) The 20,000 options awarded to Mr. Hanson on March 29, 1999 were forfeited
upon the termination of Mr. Hanson's employment on September 3, 1999.
11
<PAGE>
AGGREGATED 1999 OPTION EXERCISES AND VALUE OF
OUTSTANDING OPTIONS AT DECEMBER 31, 1999
The following table sets forth certain information concerning options
exercised by our named executive officers during 1999 and the number and value
of options held by them on December 31, 1999. There were no outstanding stock
appreciation rights relating to our common stock at December 31, 1999, and no
exercises occurred during 1999 of stock appreciation rights relating to our
common stock.
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options/SARs at In-the-money Options/SARs
Shares Value Fiscal Year-End (#) at Fiscal Year-End ($)
Acquired on Realized ------------------------------ -----------------------------
Name Exercise (#) $ Exercisable Unexercisable Exercisable Unexercisable
- --------------------------- -------------- ---------- ------------- --------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Daryl A. Ferguson ......... 0 0 100,000 0 $988,000 $ 0
David B. Sharkey .......... 0 0 0 100,000 0 988,000
John Wolff ................ 0 0 77,867 58,933 425,834 410,516
Randall Lis ............... 0 0 77,867 58,933 425,834 410,516
Kerry D. Rea .............. 0 0 8,000 23,800 80,000 237,064
Todd Hanson ............... 0 0 77,867 38,933 425,853 212,916
</TABLE>
All numbers are as of December 31, 1999. The closing sale price as quoted
by the Nasdaq National Market System of our Class A Common Stock on December
31, 1999 was $18.75 per share. Dollar amounts shown under all columns other
than "Value Realized" have not been, and may never be, realized. The underlying
options have not been, and may never be, exercised, and actual gains, if any,
on exercise will depend on the value of our stock on the date of exercise.
PENSION PLAN
We do not have a pension plan. Mr. Sharkey is covered by Citizens'
noncontributory qualified retirement plan that provides benefits based on
formulas related to base salary and years of service. Benefits shown are not
subject to reduction for Social Security payments. The following table
illustrates the estimated annual plan pension benefits available to Mr. Sharkey
upon retirement at age 65 assuming a preretirement death benefit election of
100% joint and survivorship benefits. The remuneration classifications are
based on the highest five-year average annual salary (subject to the limitation
of the Internal Revenue Code of 1986 on the amount of annual compensation which
may be credited to a participant's retirement benefits) and the years of
service represent years of credited service.
Pension Plan Table
Remuneration Years of
(in thousands) Service
- -------------------- -------------
5 10 15 20
- -- -- --
$160.............. $12 $25 $37 $49
Mr. Sharkey has five full years of credited service.
12
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee currently consists of Mr. Stanger as Chairman
and Mr. Greiner, Mr. Harfenist and Ms. Wilderotter. None of our executive
officers served as: (i) a member of the compensation committee (or other board
committee performing equivalent functions or, in the absence of any such
committee, the entire board of directors) of another entity, one of whose
executive officers served on our compensation committee; (ii) a director of
another entity, one of whose executive officers served on our compensation
committee; or (iii) a member of the compensation committee (or other board
committee performing equivalent functions or, in the absence of any such
committee, the entire board of directors) of another entity, one of whose
executive officers served as our director.
STOCK PRICE PERFORMANCE GRAPH
[GRAPHIC OMITTED]
STARTING
BASIS
DESCRIPTION NOV 1997 1997 1998 1999
----------- -------- ---- ---- ----
ELECTRIC LIGHTWAVE (%) -7.03 -44.95 128.99
ELECTRIC LIGHTWAVE ($) $100.00 $92.97 $51.18 $117.20
NASDAQ US (%) -1.17 40.91 80.66
NASDAQ US ($) $100.00 $98.83 $139,26 $251.59
PEER GROUP ONLY (%) 1.56 -0.62 206.28
PEER GROUP ONLY ($) $100.00 $101.56 $100.93 $311.15
NOTE: Data complete through last fiscal year.
NOTE: Corporate Performance Graph with peer group uses peer group only
performance (excludes your company).
NOTE: Peer group indices use beginning of period market capitalization
weighting.
Our Class A Common Stock has been publicly traded since November 24, 1997.
The graph shows the period November 24, 1997 through December 31, 1999. The
graph compares our cumulative total return with that of the Nasdaq Stock
Market-US and a peer group index. Cumulative return assumes $100 invested in us
or a respective index on November 24, 1997 as required by SEC rules, and that
all quarterly dividends were reinvested at the average closing stock prices at
the beginning and end of the quarter. Our peer group consists of us; Advanced
Radio Telecom Corp.; e.spire Communications; GST Telecom; ICG Communications;
Intermedia Communications; McLeod USA, Inc.; NEXTLINK Communications, Inc.;
Teligent, Inc.; WinStar Communications; Allegiance Telecom, Inc.; Adelphia
Business Solutions, formerly known as Hyperion Telecommunications, Inc.; ITC
DeltaCom, Inc.; MGC Communications, Inc.; RCN Corporation; and US LEC
Corporation.
13
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our directors, executive
officers and persons holding more than 10% of a registered class of our equity
securities to file with the Securities and Exchange Commission initial reports
of ownership, reports of changes in ownership and annual reports of ownership
of our common stock and other equity securities. Such directors, officers, and
10% stockholders are also required to furnish us with copies of all such filed
reports.
Based solely upon a review of the copies of such reports furnished to us,
or representations that no reports were required, we believe that, except as
hereinafter described, all of our directors, executive officers and 10%
shareholders timely filed all required reports under Section 16(a) in 1999. A
Statement of Changes in Beneficial Ownership on Form 4 for one transaction was
filed late by Mr. Michael J. Miller. An Annual Statement of Beneficial
Ownership of Securities on Form 5 for one transaction was filed late by each of
Mr. Sharkey, Mr. Lis and Mr. Wolff.
AGREEMENTS WITH CITIZENS
General
Citizens owns 100% of our outstanding Class B Common Stock, which
represents approximately 97% of the combined voting power of all of our
outstanding common stock. Leonard Tow, our Chairman of the Board, is the
Chairman of the Board and Chief Executive Officer of Citizens. Rudy J. Graf,
our Chief Executive Officer as of November 23, 1999, is President and Chief
Operating Officer of Citizens. Robert J. DeSantis, our Chief Financial Officer,
is the Chief Financial Officer of Citizens. David B. Sharkey, our President and
Chief Operating Officer and one of our directors, is a Vice President and an
executive officer of Citizens. Scott N. Schneider, our Executive Vice President
and one of our directors, is an executive officer of Citizens. Stanley
Harfenist and Robert Stanger, our directors, are also directors of Citizens.
Our relationship with Citizens is governed by agreements entered into with
Citizens in connection with our initial public offering, including an
Administrative Services Agreement, a Tax Sharing Agreement, an Indemnification
Agreement, a Customers and Service Agreement and a Registration Rights
Agreement, the material terms of which are described below.
Administrative Services Agreement
The Administrative Services Agreement provides for Citizens to render
certain financial management services, information services, legal and contract
services, human resources services and corporate planning services to us. Under
the terms of the Administrative Services Agreement, all of the services are
rendered by Citizens subject to our oversight, supervision and approval, acting
through our Board of Directors.
The administrative costs payable by us to Citizens pursuant to the
Administrative Services Agreement are not expected to exceed the fees that
would be paid if such services were to be provided by an independent third
party.
The Administrative Services Agreement will terminate on December 31, 2005,
unless earlier terminated by Citizens or by us. The Administrative Services
Agreement will be automatically renewed for additional terms of two years
unless either party gives at least six months' written notice prior to a
scheduled termination date. The Administrative Services Agreement can be
terminated upon a material breach and will be terminated upon a change of our
control. Under the Administrative Services Agreement, $6,689,000 in fees were
payable to Citizens for 1999, excluding reimbursement for costs.
Tax Sharing Agreement
As we are included in Citizens' federal consolidated income tax group, our
federal income tax liability is included in the consolidated federal income tax
liability of Citizens and its subsidiaries. We are also included with certain
Citizens subsidiaries in combined, consolidated or unitary income tax groups
for state and local tax purposes. We and Citizens are parties to a federal,
state and local tax-sharing agreement. Pursuant to the Tax
14
<PAGE>
Sharing Agreement, we and Citizens make payments between us such that, with
respect to any period, the amount of taxes to be paid by us, subject to certain
adjustments, will generally be determined as though we were to file separate
federal, state and local income or franchise tax returns (including, except as
provided below, any amounts determined to be due as a result of a
re-determination of the tax liability of Citizens arising from an audit or
otherwise). We are responsible for any tax liability due any foreign
jurisdiction arising from its business activities. The Tax Sharing Agreement
will remain in effect so long as any taxing jurisdiction requires the filing of
a combined tax return by both Citizens and by us.
Citizens has sole and exclusive responsibility for (i) preparing any of
our tax returns (including amended returns or claims for refund); (ii)
representing us with respect to any tax audit or tax contest; (iii) engaging
outside counsel and accountants with respect to tax matters regarding us; and
(iv) performing such other acts and duties with respect to our tax returns as
Citizens determines is appropriate. The amounts that we will pay Citizens under
the Administrative Services Agreement will encompass reimbursement to Citizens
for all direct and indirect costs and expenses incurred with respect to our
share of the overall costs and expenses incurred by Citizens with respect to
tax related services.
Each member of a consolidated group is jointly and severally liable for
the federal income tax liability of each other member of the consolidated
group. Accordingly, although the Tax Sharing Agreement allocates tax
liabilities between us and Citizens, during the period in which we are included
in Citizens' consolidated group, we could be liable in the event that any
federal tax liability is incurred, but not discharged, by any other member of
Citizens' consolidated group.
Indemnification Agreement
We and Citizens are parties to an indemnification agreement. The
Indemnification Agreement provides that we will indemnify Citizens for any
liabilities incurred by Citizens under any guarantees of our obligations or
liabilities and that we will pay Citizens for its direct costs, if any, of
maintaining such guarantees.
Registration Rights Agreement
We and Citizens are parties to a Registration Rights Agreement. The
Registration Rights Agreement provides that, upon the request of Citizens, at
our expense, will use our best efforts to effect the registration under the
applicable federal and state securities laws of any of the shares of our common
stock (and any other securities issued in respect of or in exchange therefor)
held by Citizens for sale in accordance with Citizens' intended method of
disposition thereof and will take such other actions necessary to permit the
sale of these shares in other jurisdictions, subject to certain specified
limitations. Citizens will also have the right, at its expense, to include the
shares of common stock held by it in certain other registrations of our common
equity securities initiated by us on our own behalf or on behalf of our other
shareholders.
Customers and Service Agreement
We and Citizens are parties to a Customers and Service Agreement. The
Customers and Service Agreement contains provisions prohibiting us from
competing with Citizens for customers in Citizens' existing service areas and
in certain new lower density territories which Citizens was or will be first to
enter after our initial public offering. Citizens has agreed that it will not
compete with us in the service territories in which we provided services prior
to our initial public offering and in certain new higher density territories
which we were or will be first to provide services after our initial public
offering. Neither we nor Citizens may solicit an existing wholesale customer of
the other company for services which such customer is currently receiving under
contract from the other company. The relevant provisions were intended to
permit us to continue all activities in which we engaged prior to our initial
public offering, and to expand into related markets. The Customers and Service
Agreement will remain in effect until Citizens ceases to own a majority of the
voting interest of our capital stock or its designees cease to constitute a
majority of our directors.
15
<PAGE>
Citizens' Guarantees of Our Obligations
Lease
In June 1995, we entered into agreements to lease certain equipment to be
constructed for us. The lessor has agreed to commit up to a maximum of
$110,000,000 of the cost of purchasing and installing the equipment. Rental
obligations for the equipment commenced in June 1995, and, with renewal
options, will expire on April 30, 2002. Citizens has guaranteed all of our
obligations under the lease and we will pay Citizens a guarantee fee of 3.25%
per year of the amount of the lessor's investment in the leased assets. At
December 31, 1999, $110,000,000 was outstanding on the lease.
Credit Facility
On November 2, 1997, we entered into a five-year, $400 million revolving
credit facility with Citibank, as agent for a group of lending banks. Citizens
has agreed to guarantee all debt obligations under this credit facility. The
credit facility requires that Citizens maintain a minimum net worth of at least
$1 billion and continue to own at least 51% of our outstanding common stock. We
have agreed to pay Citizens a guarantee fee at a rate of 3.25% per annum based
on the average balance outstanding. At December 31, 1999, we had outstanding
loans payable to Citibank in the amount of $260 million.
Senior Unsecured Notes
In April 1999, we completed an offering of $325 million of five-year
senior unsecured notes. The notes have an annual interest rate of 6.05% and
will mature on May 15, 2004. Citizens has guaranteed the payment of principal,
any premium and interest on the notes when due. We have agreed to pay Citizens
a guarantee fee at a rate of 4.0% per year based on the average outstanding
balance. At December 31, 1999, we had $325 million principal amount of these
notes outstanding.
For 1999, we paid Citizens guarantee fees of $19.8 million under the
lease, the credit facility and the senior unsecured notes.
Refinancing of Obligations
We and Citizens have agreed that, if Citizens intends to reduce its
economic interest in us to less than 51%, Citizens will be entitled to request
us to refinance our obligations under the lease and the credit facility and we
will be obligated to use its best efforts to do so. This refinancing would
occur when Citizens reduces its economic interest in us to less than 51%.
Telecommunications Services
Citizens' Communications has transactions in the normal course of business
with us. Citizens Communications is an Incumbent Local Exchange Carrier
("ILEC") in certain markets in which we provide services. In order to provide
services in those markets, we purchase access from Citizens Communications. We
are charged the full-tariff rate for those services, which was $1,891,000 in
1999, representing usage-based charges for the services provided. Citizens
Communications purchases certain services from us at prevailing market rates.
In 1999, we recognized revenue in the amount of $2,517,000 for these related
party transactions.
Network Capacity Lease
In 1996, we entered into an agreement to lease rights to fiber optic lines
on our network to Citizens over 10 years for a monthly fee of $30,000.
In 1999, we entered into an agreement to lease certain capacity on our
network to Citizens over 20 years. Performance under this agreement begins when
services are activated during 2000. Citizens paid us $6.5 million under this
agreement in 1999.
16
<PAGE>
Other
In the future, additional transactions may occur and agreements may be
reached between us and Citizens in a number of areas relating to their past and
ongoing relationships, including potential acquisitions of businesses or
properties or other corporate opportunities, potential competitive business
activities, payment of dividends, incurrence of indebtedness, guarantees, tax
matters, financial commitments, marketing functions, indemnity arrangements,
registration rights, administrative and services arrangements, and issuances or
sales of our capital stock.
GENERAL
Representatives of KPMG LLP, our independent public accountants, are
expected to be present at the annual meeting with an opportunity to make a
statement if they desire to do so, and will be available to respond to
appropriate questions.
OTHER MATTERS
We do not know of matters other than the foregoing that will be presented
for consideration at the meeting.
STOCKHOLDER PROPOSALS
For proposals, if any, to be considered for inclusion in the proxy
materials for the 2001 annual meeting, they must be received by November 24,
2000. Under our Bylaws, if any stockholder intends to propose at the Annual
Meeting a nominee for director or the adoption or approval of any other matter
by the stockholders, other than matters included in the proxy statement in
accordance with the foregoing sentence, the proponent must give written notice
to us no earlier than January 1, 2001 nor later than February 15, 2001.
The entire cost of soliciting management proxies will be borne by us.
Proxies will be solicited by mail and may be solicited personally by our
directors, officers or regular employees, who will not be compensated for such
services. Morrow & Co. has been retained to assist in soliciting proxies at a
fee of $1,500, plus distribution costs and other expenses.
By Order of the Board of
Directors
Charles J. Weiss
Secretary
17
<PAGE>
See Advance Registration Form on back cover.
<PAGE>
Electric Lightwave, Inc.
2000 Annual Meeting of Stockholders
3:00 p.m., Central Time, May 18, 2000
Hilton Minneapolis Towers
Minneapolis, Minnesota
ADVANCE REGISTRATION FORM
(for registered stockholders only)*
Please send your completed and signed proxy form in the enclosed envelope.
Include this Advance Registration Form in the envelope if you plan to attend or
send a representative to the Annual Meeting.
Attendance at the Annual Meeting is limited to Electric Lightwave's
stockholders, or their authorized representative and guests and employees of
the Company.
Cut off at dotted line.
(Please type or print)
Stockholder's
Name
- --------------------------------------------------------------------------------
Address
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
City ---------------------------------------- State ----------------
Zip ---------
I am an Electric Lightwave stockholder. I am sending the following person as my
representative:
- --------------------------------------------------------------------------------
(Admission card will be returned c/o the stockholder's address.)
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Stockholder's Signature
* If your shares are held in the name of any intermediary, please see
instructions in the President's letter (front cover of this proxy
statement).
<PAGE>
ELECTRIC LIGHTWAVE, INC.
PROXY
TO VOTE BY MAIL
To vote by mail, complete both sides, sign, date and return this proxy in the
envelope provided.
TO VOTE BY TELEPHONE
Voting by telephone is quick, confidential and immediate. Just follow these
easy steps:
1. Read the accompanying Proxy Statement.
2. Using a Touch-Tone telephone, call toll free, 1.800.555.8140 and follow
the instructions.
3. When asked for your Voter Control Number, enter the number printed just
above your name on the front of the proxy card below.
Please note that all votes cast by telephone must be submitted prior to
midnight, Central Time, May 16, 2000.
Your telephone vote authorizes the named proxies to vote your shares to the same
extent as if you marked, signed, dated and returned the proxy card.
If you Vote By TELEPHONE Please Do Not Return This Proxy By Mail
TO VOTE BY INTERNET
Voting by internet is quick, confidential and immediate. Just follow these easy
steps:
1. Read the accompanying Proxy Statement.
2. Visit our Internet Voting Site at http://www.cproxyvote.com/ist-elicm/
and follow the instructions on the screen.
3. When prompted by your Voter Control Number, enter the number printed just
above your name on the front of the proxy card.
Please note that all votes cast by internet must be submitted prior to midnight,
Central Time, May 16, 2000.
Your internet vote authorizes the named proxies to vote your shares to the same
extent as if you marked, signed, dated and returned the proxy card.
This is a "secured" web page site. Your software and/or internet provider must
be "enabled" to access this site. Please call your software or internet provider
for further information.
If you Vote By INTERNET Please Do Not Return This Proxy By Mail
Proposal 1
- ----------
Election of Directors Nominees:
For Withheld Rudy J. Graf
/ / / / Guenther E. Greiner
Stanley Harfenist
Scott N. Schneider
David B. Sharkey
Robert A. Stanger
Leonard Tow
Maggie Wilderotter
For, except vote withheld from
the following Nominee(s)
(Continued and to be signed on other side)
<PAGE>
ELECTRIC LIGHTWAVE, INC.
PROXY
PROXY VOTING
You can vote in one of three ways: 1) By mail, 2) By telephone, 3) By Internet.
See the reverse side of this sheet for instructions.
IF YOU ARE NOT VOTING BY TELEPHONE OR BY INTERNET, COMPLETE BOTH SIDES OF
THIS PROXY AND RETURN IN THE ENCLOSED ENVELOPE TO:
Illinois Stock Transfer Co.
209 West Jackson Boulevard, Suite 903
Chicago, Illinois 60606
DETACH CARD HERE
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ELECTRIC LIGHTWAVE, INC.
Proxy Solicited on Behalf of Board of Directors
The undersigned hereby appoints Guenther Greiner, Stanley Harfenist, and Maggie
Wilderotter or any of them will full power of substitution, proxies to vote at
the Annual Meeting of Stockholders of Electric Lightwave, Inc. (the "Company")
to be held on Thursday, May 18, 2000, at 3:00 p.m., Central Time, and at any
adjournments thereof, hereby revoking any proxies heretofore given, to vote all
shares of common stock of the Company held or owned by the undersigned as
directed, and in their discretion upon such other matters as may come before the
meeting.
VOTER CONTROL NUMBER
Signature:_______________________________________
Signature:_______________________________________
Date:______________________________________, 2000
Note: Please sign exactly as name appears hereon.
Joint owners should each sign. When signing as
attorney, executor, administrator, trustee or
guardian, please give full title as such.
This proxy when properly executed will be voted in the manner directed by the
signatory stockholder. If no direction is made, this proxy will be voted "For"
Proposal 1.
