CITIZENS COMMUNICATIONS CO
8-K, 2000-12-19
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:
                        (Date of earliest event reported)
                                December 15, 2000



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



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



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 former address, if changed since last report)


<PAGE>

Item 5.  Other Events.

Citizens Communications, through its Louisiana Gas Services operation, settled a
long-standing  rate  proceeding  with the Louisiana  Public  Service  Commission
through a settlement agreement effective December 14, 2000.

As a result,  Louisiana Gas Service will refund $27 million to ratepayers during
the month of January 2001, effected as a credit on customers' bills.

The settlement  ends a proceeding  covering rates charged between 1992 and 1997,
as well as a related  lawsuit  against the company.  As a result,  Citizens will
record a total  one-time  charge of $29.5  million or $0.11 per share during the
fourth quarter of its fiscal year ended December 31, 2000.

The  Louisiana  Gas Service  business is to be sold to Atmos Energy Co., and the
sale is expected to close during the first quarter of 2001.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(c)      Exhibits

99.1     Press release of Citizens Communciations Company released  December 15,
2000 announcing settlement of a long-standing rate proceeding with the Louisiana
Public Service Commission.


<PAGE>



                                    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)




Date: December 18, 2000                     By:  /s/   Robert J. Larson
                                                 --------------------------
                                                 Vice President and
                                                 Chief Accounting Officer







<PAGE>


                                                                  Exhibit 99.1
PRESS RELEASE

FOR IMMEDIATE RELEASE

Contact:
Don Armour
203.614.5124
[email protected]

                             CITIZENS COMMUNICATIONS
                             SETTLES PROCEEDING WTH
                       LOUISIANA PUBLIC SERVICE COMMISSION

December 15, 2000 -- Citizens Communications, through its Louisiana Gas Services
operation,  settled a long-standing  rate  proceeding with the Louisiana  Public
Service Commission through a settlement agreement effective December 14, 2000.

As a result,  Louisiana Gas Service will refund $27 million to ratepayers during
the month of January 2001, effected as a credit on customers' bills.

The settlement  ends a proceeding  covering rates charged between 1992 and 1997,
as well as a related  lawsuit  against the company.  As a result,  Citizens will
record a total  one-time  charge of $29.5  million or $0.11 per share during the
fourth quarter of its fiscal year ended December 31, 2000.

The  Louisiana  Gas Service  business is to be sold to Atmos Energy Co., and the
sale is expected to close during the first quarter of 2001.

Citizens Communications

Citizens  Communications  serves 1.4 million access lines in 17 states.  In 1999
and 2000,  Citizens  agreed to purchase 1.7 million  additional  access lines in
transactions that began to close in June of 2000.  Citizens also owns 86 percent
of  Electric  Lightwave,  Inc.  NASDAQ:ELIX),  a  facilities-based,   integrated
communications   provider   that   offers   a  broad   range  of   services   to
telecommunications-intensive  businesses  throughout  the  United  States.  More
information about Citizens can be found at www.czn.net.

This document contains forward-looking  statements that are subject to risks and
uncertainties  that could cause actual results to differ  materially  from those
expressed or implied in the statements. These and all forward-looking statements
(including oral  representations)  are only predictions or statements of current
plans that are  constantly  under  review by the  company.  All  forward-looking
statements  may differ  from  actual  results  because  of, but not  limited to,
changes in the local and overall economy,  changes in market conditions for debt
and equity securities,  the nature and pace of technological changes, the number
and  effectiveness of competitors in the company's  markets,  success in overall
strategy,  changes in legal or regulatory  policy,  changes in legislation,  the
company's  ability to identify future markets and  successfully  expand existing
ones, the mix of products and services  offered in the company's target markets,
the effects of  acquisitions  and  dispositions  and the ability to  effectively
integrate businesses  acquired.  These important factors should be considered in
evaluating any statement  contained  herein and/or made by the company or on its
behalf.  The  foregoing  information  should  be read in  conjunction  with  the
company's filings with the U.S.  Securities and Exchange  Commission  including,
but not limited to,  reports on Forms 10-K and 10-Q. The company does not intend
to update or revise these  forward-looking  statements to reflect the occurrence
of future events or circumstances.




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