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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 4)
Under the Securities Exchange Act of 1934
Electric Lightwave, Inc.
--------------------------------
(Name of Issuer)
Class A Common Stock, par value $.01
------------------------------------
(Title of Class of Securities)
284895109
---------
(CUSIP Number)
Charles J. Weiss
Citizens Communications Company
Three High Ridge Park
Stamford, CT 06905
(203) 614-5600
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 26, 2000
-----------------------------
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
Schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following: [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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Page 2 of 8 pages
SCHEDULE 13D/A
CUSIP NO. 284895109
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citizens Communications Company
06-0619596
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH PERSON WITH:
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
1,295,644
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,295,644
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,295,644
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
13.61%
14. TYPE OF REPORTING PERSON
HC
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Page 3 of 8 Pages
SCHEDULE 13D/A
CUSIP NO. 28495109
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CUCapital Corp.
06-1156876
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
[Delaware]
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH PERSON WITH:
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
1,295,644
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,295,644
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,295,644
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
13.61%
14. TYPE OF REPORTING PERSON
CO
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Page 4 of 8 Pages
SCHEDULE 13D/A
Item 1. Security and Issuer.
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The classes of equity securities to which this statement relates is the
Class A Common Stock, par value $.01 (the "Class A Common Stock") of Electric
Lightwave, Inc., a Delaware corporation ("ELI"). The principal executive offices
of ELI are 4400 NE 77th Ave., Vancouver, WA 98662-6461.
Item 2. Identity and Background.
-----------------------
(a) This statement is being filed jointly by each of Citizens
Communications Company ("Citizens") and CUCapitalCorp. ("CUCapital") (Citizens
and CUCapital are collectively referred to herein as the "Reporting Persons").
Each of Citizens and CUCapital is a corporation organized under the laws of the
state of Delaware. The principal business of Citizens is providing
communications services, including local network services, network access
services, long distance services, directory advertising, Centrex, custom calling
and caller ID services, paging, cellular, Internet access, voice mail and
conference calling and cable television services. CUCapital is a holding company
and a wholly-owned subsidiary of Citizens. The principal address for each of the
Reporting Persons is 3 High Ridge Park, Stamford, CT 06905.
(d) Convictions. Neither of the Reporting Persons has, during the
-----------
last five years, been convicted in a criminal proceeding.
(e) Civil Proceedings. Neither of the Reporting Persons has, during the
-----------------
last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to federal or
state securities law or finding any violation with respect to such laws.
Unless otherwise specified herein, (a) the principal business address
for each of the directors and executive officers of each of the Reporting
Persons is c/o Citizens Communications Company, 3 High Ridge Park, Stamford, CT
06905, (b) none of the directors or executive officers of either of the
Reporting Persons has been convicted in a criminal proceeding in the last five
years, (c) none of the directors or executive officers of either of the
Reporting Persons has been party to a civil proceeding involving United States
federal or state securities laws during the last five years and (d) the
citizenship of each of the directors and executive officers of each of the
Reporting Persons is the United States.
Directors of Citizens:
1. Norman I. Botwinik. Mr. Botwinik is retired.
2. Aaron I. Fleischman. Mr. Fleischman is a Senior Partner of Fleischman
and Walsh, L.L.P., a Washington, DC law firm specializing in reg-
ulatory, corporate-securities, legislative and litigation matters for
telecommunications, regulated utility and transportation companies.
3. Stanley Harfenist. Mr. Harfenist is retired.
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Page 5 of 8 Pages
4. Andrew N. Heine. Mr. Heine is a private investor.
5. John L. Schroeder. Mr. Schroeder is a Director of Morgan Stanley Dean
Witter Funds, an investment company.
6. Robert D. Siff. Mr. Siff is retired.
7. Robert A. Stanger. Mr. Stanger is the Chairman of Robert A. Stanger &
Company, an investment banking and consulting services company.
8. Charles H. Symington, Jr. Mr. Symington is a Director of the NASDAQ
Stock Market Education Foundation.
9. Edwin Tornberg. Mr. Tornberg is the President and Director of Edwin
Tornberg & Company, a brokerage, management consultant and appraisal
firm serving the communications industry.
10. Claire L. Tow. Ms. Tow is retired.
11. Leonard Tow. Dr. Tow is the Chairman and Chief Executive Officer of
Citizens.
Executive Officers of Citizens:
1. Leonard Tow. Dr. Tow is the Chairman of the Board and Chief Executive
Officer of Citizens.
2. Rudy J. Graf. Mr. Graf is the President and Chief Operating Officer of
Citizens.
3. Robert Braden. Mr. Braden is the Vice President, Business Development
of Citizens.
4. John H. Casey, III. Mr. Casey is the Vice President and Chief Operating
Officer, Communications Sector of Citizens.
5. Robert J. DeSantis. Mr. DeSantis is a Vice President of Citizens.
6. Michael G. Harris. Mr. Harris is the Vice President, Engineering and
New Technology of Citizens.
7. F. Wayne Lafferty. Mr. Lafferty is the Vice President, Regulatory Af-
fairs of Citizens.
8. J. Michael Love. Mr. Love is the Vice President and President, Citizens
Public Services Sector.
9. L. Russell Mitten. Mr. Mitten is the Vice President, General Counsel
and Assistant Secretary of Citizens.
10. Livingston E. Ross. Mr. Ross is the Vice President and Chief Accounting
Officer of Citizens.
11. Scott N. Schneider. Mr. Schneider is the Executive Vice President and
President, Citizens Capital Ventures.
12. David B. Sharkey. Mr. Sharkey is the Vice President and Chief Operating
Officer, Electric Lightwave Sector of Citizens.
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Page 6 of 8 Pages
13. Steven D. Ward. Mr. Ward is the Vice President, Information Technology
of Citizens.
Directors of CUCapital:
----------------------
1. Robert J. DeSantis. Mr. DeSantis is a Vice President of Citizens.
2. Peter C. Fulweiler. Mr. Fulweiler is the Director and Manager of Dela-
ware Holding Company Services at PNC Bank in Delaware.
3. Rudy J. Graf. Mr. Graf is the President and Chief Operating Officer of
Citizens.
4. Leonard Tow. Dr. Tow is Chairman of the Board and Chief Executive
Officer of Citizens.
Executive Officers of CUCapital:
1. Rudy J. Graf. Mr. Graf is the President and Chief Operating Chief of
CUCapital.
2. Scott N. Schneider. Mr. Schneider is the Executive Vice President of
CUCapital.
3. L. Russell Mitten. Mr. Mitten is the Vice President, General Counsel
and Assistant Secretary of CUCapital.
5. Livingston E. Ross. Mr. Ross is the Vice President and Chief Accounting
Officer of CUCapital.
Item 3. Source and Amount of Funds or Other Consideration.
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The shares of Class A Common Stock held by the Reporting Persons were
purchased by CUCapital in the open market through brokerage transactions. The
source of the payments by CUCapital was working capital, and no part of the
purchase price was represented by funds or other consideration specially
borrowed or otherwise specifically obtained for the purpose of acquiring,
holding, trading, or voting the securities.
Item 4. Purpose of Transaction.
----------------------
The shares of Class A Common Stock were acquired by CUCapital in the
open market through brokerage transactions in the ordinary course of business,
solely as an investment, and to insure that Citizens maintains a sufficient
economic interest in ELI to permit the continued filing of consolidated tax
returns. The Reporting Persons have no present plans or proposals that relate to
or would result in any of the actions enumerated in Item 4 of Schedule 13D,
although they reserve the right to buy additional securities of ELI or sell
securities of ELI from time to time.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) As of August 1, 2000, CUCapital is the direct beneficial owner of
1,295,644 shares of Class A Common Stock, which in the aggregate constitute
approximately 13.61% of the outstanding shares of the Class A Common Stock. As
the sole shareholder of CUCapital, Citizens may also be deemed to be the
beneficial
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Page 7 of 8 Pages
owner of such shares. CUCapital, a wholly-owned subsidiary of Citizens, also
owns 41,165,000 shares, or 100%, of ELI's Class B Common Stock (the "Class B
Common Stock"). The Class B Common Stock is not registered under Section 12 of
the Act, and is not publicly traded. Each share of the Class B Common Stock is
convertible into the Class A Common Stock on a one for one basis. Under Rule
13d-3(d)(i)(B), CUCapital may be deemed to be the beneficial owner of an
additional 41,165,000 shares of Class A Common Stock through the conversion of
the shares of Class B Common Stock into shares of Class A Common Stock. On an
as-if converted basis, Citizens and CUCapital would be deemed to be the
beneficial owners of and to have shared voting and dispositive power with
respect to 41,745,444 shares of Class A Common Stock, which in the aggregate
constitute approximately 82.7% of the shares of Class A Common Stock that would
be outstanding if all of the shares of Class B Common Stock were converted into
shares of Class A Common Stock. As the sole shareholder of CUCapital, Citizens,
and certain control persons of Citizens, may also be deemed to be the beneficial
owners of such shares of Class A Common Stock. Each of the Reporting Persons
disclaims beneficial ownership of such 41,165,000 shares of Class A Common
Stock.
(b) Citizens and CUCapital have shared power to vote or direct the vote
and disposition of 1,295,644 shares of Class A Common Stock directly owned by
CUCapital as described in paragraph (a) above.
(c) CUCapital has purchased 1,295,644 shares of Class A Common Stock on
the open market, at an average price of approximately $19.53 per share, in a
number of brokerage transactions beginning on May 2, 2000 and ending on July 27,
2000. On May 19, 2000, CUCapital's percentage interest in the shares of Class A
Common Stock outstanding reached five percent (5%).
(d) To the best knowledge of each Reported Person, no other person is
known to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of the Class A Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
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To the best knowledge of the Reporting Persons, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 and between such persons and any person with respect to
any securities of the issuer, including but not limited to transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, put or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Not applicable.
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Page 8 of 8 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
CITIZENS COMMUNICATIONS COMPANY
By: /s/ Charles J. Weiss
_______________________
Name: Charles J. Weiss
Title: Secretary
CUCAPITALCORP.
By: /s/ Charles J. Weiss
_______________________
Name: Charles J. Weiss
Title: Secretary
