CITIZENS COMMUNICATIONS CO
8-K, 2000-09-15
ELECTRIC & OTHER SERVICES COMBINED
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                      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:
                                 August 31, 2000
                         (Date of earliest event reported)




                           CITIZENS COMMUNICATIONS COMPANY
               (Exact name of Registrant as specified in charter)



          Delaware                    001-11001              06-0619596
(State or other jurisdiction   (Commission File Number)   (IRS Employer
      of incorporation)                                   Identification No.)



3 High Ridge Park, P.O. Box 3801, Stamford, Connecticut        06905
-------------------------------------------------------        -----
(Address of principal executive offices)                   (Zip Code)



                                 (203) 614-5600
               (Registrant's telephone number, including area code)


                          No change since last report
             (Former name or address, if changed since last report)


<PAGE>

Item 2. Acquisition or Disposition of Assets.

     On June 30, 2000 and August 31, 2000, Citizens Communications completed the
purchase of approximately  61,000 and 133,000 telephone access lines in Nebraska
and Minnesota,  respectively, from GTE Corp. (now Verizion Communications).  The
consideration  for the Nebraska  asset  purchase  totaled $205.4 million and the
consideration  for the Minnesota  asset  purchase  totaled $432.7  million.  The
purchase  price for each of these  purchases  was  determined  as a result of an
arm's  length  negotiation  between the  parties.  These  amounts are subject to
purchase price adjustments as defined in the asset purchase agreements for these
transactions  which were filed as exhibits to our Annual Report on Form 10-K for
the year  ended  December  31,  1999.  The  aggregate  consideration  for  these
acquisitions  constitutes  a  significant  amount  of  Citizens  Communications'
assets.  Citizens  Communications  funded these  purchases  with  proceeds  from
commercial  paper  issuances and the  liquidation of a portion of its investment
portfolio.  Citizens  Communications  intends  to file  the  required  financial
statements not later than 60 days after the date hereof.

Item 7. Financial Statements, Exhibits.

        (c)     Exhibits

                99.1    Press release of Citizens Communications Company
                        released June 30, 2000 announcing the closing of the
                        of the Nebraska asset purchase from GTE Corp. (now
                        Verizon Communications).

                99.2    Press release of Citizens Communications Company
                        released September 5, 2000 announcing the closing of the
                        of the Minnesota asset purchase from GTE Corp. (now
                        Verizon Communications).




<PAGE>


                                   SIGNATURES


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 hereunto duly authorized.


                                      CITIZENS COMMUNICATIONS COMPANY
                                      Registrant




                                     By:/s/ Robert J. Larson
                                     -------------------------------
                                     Robert J. Larson
                                     Vice President and Chief Accounting Officer






Date:    September 15, 2000


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