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<SEC-DOCUMENT>0000020520-06-000014.txt : 20060322
<SEC-HEADER>0000020520-06-000014.hdr.sgml : 20060322
<ACCEPTANCE-DATETIME>20060322155552
ACCESSION NUMBER:		0000020520-06-000014
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20060322
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060322
DATE AS OF CHANGE:		20060322

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CITIZENS COMMUNICATIONS CO
		CENTRAL INDEX KEY:			0000020520
		STANDARD INDUSTRIAL CLASSIFICATION:	TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813]
		IRS NUMBER:				060619596
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-11001
		FILM NUMBER:		06703806

	BUSINESS ADDRESS:	
		STREET 1:		HIGH RIDGE PK BLDG 3
		CITY:			STAMFORD
		STATE:			CT
		ZIP:			06905
		BUSINESS PHONE:		2036145600

	MAIL ADDRESS:	
		STREET 1:		THREE HIGH RIDGE PARK
		CITY:			STAMFORD
		STATE:			CT
		ZIP:			06905

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CITIZENS UTILITIES CO
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>shassianpr.txt
<DESCRIPTION>NEW CFO PRESS RELEASE
<TEXT>
                                 UNITED STATES
                       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): March 22, 2006

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

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

                                3 High Ridge Park
                           Stamford, Connecticut 06905
                    (Address of Principal Executive Offices)

                                 (203) 614-5600
              (Registrant's Telephone Number, Including Area Code)

                           No Change Since Last Report
          (Former name or former address, if changed since last report)

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[  ] Written  communications pursuant to Rule  425 under the Securities  Act (17
     CFR 230.425)

[  ] Soliciting material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[  ] Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))



<PAGE>



Item 1.01. Entry into a Material Definitive Agreement.
           -------------------------------------------

          On March 8, 2006,  Citizens  Communications  Company  (the  "Company")
          entered into an employment  arrangement with Donald Shassian  pursuant
          to which he will  serve as Chief  Financial  Officer  of the  Company.
          Pursuant to the arrangement,  Mr. Shassian will receive an annual base
          salary of $425,000,  an annual incentive target of 100% of base salary
          and long-term incentive compensation in the form of an annual award of
          restricted   shares  in  an  amount   determined   each  year  by  the
          Compensation  Committee of the Board of  Directors.  In addition,  Mr.
          Shassian will receive a sign-on grant of 50,000  restricted shares and
          sign-on  bonuses  totaling  $75,000.  In the  event  of an  actual  or
          constructive  termination of Mr. Shassian's  employment other than for
          cause  within a year  following a "change of  control",  Mr.  Shassian
          shall be paid two years' salary and target bonus.


Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
           --------------------------------------------------------------------
           Appointment of Principal Officers.
           ----------------------------------

          In  connection  with  the  appointment  of  Donald  Shassian  as Chief
          Financial  Officer  of the  Company,  Jerry  Elliott  will  resign his
          position as Acting Chief Financial Officer,  effective April 17, 2006.
          Mr. Elliott will remain as the Company's President.

          Mr. Donald  Shassian was appointed to the position of Chief  Financial
          Officer of the Company,  effective April 17, 2006. A copy of the press
          release,  dated March 22, 2006, announcing Mr. Shassian's  appointment
          is attached hereto and incorporated herein by reference.

          Mr.  Shassian,  50,  has been an  independent  consultant  since  2001
          providing M&A advisory services to several organizations  primarily in
          the communications  industry.  In his role as independent  consultant,
          Mr. Shassian acted as interim chief financial officer of the Northeast
          region of Health Net, Inc., a managed health care company and assisted
          in the  evaluation of  acquisition,  disposition  and capital  raising
          opportunities  for several other companies.  From January 1999 to July
          2000, Mr.  Shassian was Executive  Vice President and Chief  Financial
          Officer  (January 1999 through July 1999) and Chief Operating  Officer
          (August  1999  through  July  2000) of RSL  Communications,  Inc.,  an
          organization  engaged in offering  voice  products to customers in the
          United States and Europe with revenues of approximately  $1.6 billion.
          Mr. Shassian is a certified public accountant, having served more than
          16 years at Arthur Andersen.  Mr. Shassian has no family  relationship
          to any other director or executive officer of the Company.


<PAGE>

Item 9.01. Financial Statements and Exhibits.
           ----------------------------------

           (d) Exhibits

           99.1    - Press release dated March 22, 2006, announcing  appointment
                     of Donald Shassian as Chief Financial Officer of the
                     Company.





<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


Date:  March 22, 2006         By: /s/ Robert J. Larson
                                  --------------------------
                                  Robert J. Larson
                                  Senior Vice President and
                                  Chief Accounting Officer



<PAGE>


                                  EXHIBIT INDEX
                                  -------------

Exhibit No.       Description
- -----------       -----------

99.1              Press release dated March 22, 2006, announcing appointment of
                  Donald Shassian as Chief Financial Officer of the Company.








</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>ex99-1shassian.txt
<DESCRIPTION>SHASSIAN PRESS RELEASE
<TEXT>
                                                        Exhibit 99.1


                                                       Citizens Communications
                                                       3 High Ridge Park
                                                       Stamford, CT 06905
                                                       203.614.5600
                                                       Web site: www.czn.net
- --------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE

Contact:
Michael Bromley
Investor Relations
203.614.5218
MBromley@czn.com



                    CITIZENS COMMUNICATIONS APPOINTS NEW CFO


Stamford,  Conn., March 22, 2006: Citizens Communications Company (NYSE: CZN) is
pleased to announce  that Donald R.  Shassian will join the company on April 17,
2006 as Chief Financial  Officer.  He succeeds Jerry Elliott,  who was appointed
President of Citizens Communications Company in December 2005.

Since  2001,  Mr.   Shassian  has  been  providing  M&A  consulting  to  several
communications  companies  including AT&T Inc. (formerly SBC Communications) and
Consolidated  Communications  Inc., and most recently  served as the CFO for the
Northeast region of Health Net, Inc., a managed healthcare company.

In 1999 and 2000, Mr. Shassian was with RSL Communications, Ltd., a $1.6 billion
international voice and data communications  provider in 22 countries. He joined
RSL in 1999 as the Executive Vice President and Chief Financial  Officer and was
later promoted to Chief Operating Officer.

Prior to 1999, Mr.  Shassian was the Senior Vice  President and Chief  Financial
Officer for Southern New England  Telecommunications  Corp. (SNET),  which was a
provider of communications,  information and entertainment  services in southern
New England with more than $2 billion in revenues and 10,000  employees.  He was
responsible  for the successful  negotiation,  sale and integration of SNET into
SBC Communications in 1998.

Prior to joining SNET in December  1993, Mr.  Shassian was with Arthur  Andersen
for more than 16 years. His last position there was as the  Partner-in-Charge of
the Telecommunications Industry Practice in North America.

A graduate of Bucknell  University with a B.S. in Business  Administration,  Mr.
Shassian is also a C.P.A.  He will report to Maggie  Wilderotter,  Chairman  and
CEO. Ms. Wilderotter  remarked,  "I am delighted to welcome Don to Citizens.  We
value his experience in the communications industry, his integrity and his track
record  as a  results-driven  decision  maker  who  offers  sound  business  and
financial  solutions.  I look  forward  to working  closely  with him and to his
joining our Senior Leadership Team."
<PAGE>

About Citizens Communications
As of December 31, 2005, the company had 2.5 million  revenue  generating  units
(RGUs), which consist of access lines plus high-speed Internet subscribers.  The
company operates in 23 states under the brand name of Frontier. The company also
offers television in partnership with EchoStar's DISH Network, ESPN360 streaming
video,  security  solutions  and  other  communications  services  and  products
including  bundled  services for families,  small businesses or home offices and
more. For more information, visit www.czn.net and www.frontier.myway.com

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.  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.

                                      ###

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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