Frontier Communications Corp – ‘10-K/A’ for 12/31/02

On:  Thursday, 3/11/04, at 4:54pm ET   ·   For:  12/31/02   ·   Accession #:  20520-4-5   ·   File #:  1-11001

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Amendment to Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K/A      Amendment to 2002 10-K                                 5     18K 
 2: EX-31.1     Tow Certification                                      2±     9K 
 3: EX-31.2     Elliott Certification                                  2±     9K 
 4: EX-32.1     Tow 906 Certification                                  1      7K 
 5: EX-32.2     Elliott 906 Certification                              1      7K 

10-K/A   —   Amendment to 2002 10-K
Document Table of Contents

10-K/A
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 CITIZENS COMMUNICATIONS COMPANY
 -------------------------------

 FORM 10-K/A
 -----------

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
 ---------------------------------------------

OF THE SECURITIES EXCHANGE ACT OF 1934
--------------------------------------

FOR THE YEAR ENDED DECEMBER 31, 2002
------------------------------------

10-K/A
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CITIZENS COMMUNICATIONS COMPANY AND SUBSIDIARIES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 FORM 10-K/A
(Amendment No.1)

|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934                                                                 

For the fiscal year ended December 31, 2002                                     
------------------          

OR

|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934                                                             

For the transition period from _________ to ___________                         

Commission file number 001-11001
                       ---------

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

Delaware                              06-0619596
-------------------------------------    ---------------------------------  
  (State or other jurisdiction of       (I.R.S. Employer Identification No.)
Incorporation or organization)                                        

3 High Ridge Park                       
     Stamford, Connecticut                     06905
     --------------------                      -----
(Address of principal executive offices)         (Zip Code) 

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

                                                        [Enlarge/Download Table]


Securities registered pursuant to Section 12(b) of the Act:                                                            
   (Title of each class)                                                    (Name of each exchange on which registered)
-----------------------------------------------------------------------------------------------------------------------
                                                                                                                       
Common Stock, par value $.25 per share                                              New York Stock Exchange            
Guarantee of Convertible Preferred Securities of Citizens Utilities Trust           New York Stock Exchange            
Equity Units                                                                        New York Stock Exchange            
Citizens Convertible Debentures                                                                N/A                     
Guarantee of Partnership Preferred Securities of Citizens Utilities Capital L.P.               N/A                     

Securities registered pursuant to Section 12(g) of the Act: NONE                                                       

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.                                              

Yes   X      No   
        ---        -----

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]                                                                  

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act).   Yes    X      No                           
                     -----        ----

The  aggregate  market  value of  common  stock  held by  non-affiliates  of the
registrant  on June 30,  2002  was  approximately  $2,282,096,740,  based on the
closing price of $8.36.                                                         

The number of shares outstanding of the registrant's Common Stock as of February
28, 2003 was 282,913,758.                                                       

 DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy  Statement  for the  registrant's  2003 Annual  Meeting of
Stockholders to be held on May 13, 2003 are  incorporated by reference into Part
III of this Form 10-K.                                                          

10-K/A
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Explanatory Note

Citizens  Communications Company (the Registrant) is filing this Amendment No. 1
to its Annual Report on Form 10-K to replace Item 14,  Controls and  Procedures,
filed with the Securities and Exchange Commission (SEC) on March 24, 2003.      

10-K/A
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Item 14.  Controls and Procedures                                     
-----------------------                           

(a) Evaluation of disclosure controls and procedures                  

     We  carried  out  an  evaluation,   under  the  supervision  and  with  the
     participation of our management,  regarding the effectiveness of the design
     and operation of our disclosure  controls and  procedures.  Based upon this
     evaluation, our principal executive officer and principal financial officer
     concluded, as of the end of the period covered by this report, December 31,
2002,  that our disclosure  controls and procedures are effective.    

(b) Changes in internal control over financial reporting              

     During  the  fourth  quarter  of 2002 we  became  aware  of  irregularities
     involving  payments made by certain of our public utilities  operations for
     services or benefits that we did not receive.  The payments did not involve
     our  operations  in Arizona,  Vermont,  or Hawaii.  With the  assistance of
     forensic specialists,  outside auditors, and counsel, we investigated these
     irregularities  and  identified  a total  of $7.8  million  that  had  been
     embezzled from the Company.  These payments were reflected in our financial
     statements  as  charges  to  earnings  (primarily  during  2002).  The U.S.
     Government  recovered  approximately $6.0 million (which was turned over to
     us)  and  most  of the  remaining  funds  outstanding  were  reimbursed  by
insurance.                                                            

     As a result of the matters  described in the  preceding  paragraph and such
     investigation, we centralized our payment functions for our public services
     sector in our Stamford,  Connecticut  headquarters.  We do not believe that
     such changes  materially  affected,  or are reasonably likely to materially
affect, the registrant's internal control over financial reporting.   

     There were no changes in our  internal  control  over  financial  reporting
     identified  in an evaluation  thereof that occurred  during the last fiscal
     quarter  of 2002  that  materially  affected,  or is  reasonably  likely to
materially affect, our internal control over financial reporting.     

Item 15.   Exhibits                                                             
--------                                                  

a) Exhibits:                                                                    

31.1  Certification of Principal  Executive  Officer  pursuant to Rule 13a-14(a)
under the Securities Exchange Act of 1934.                          

31.2  Certification  of Principal Financial  Officer  pursuant to Rule 13a-14(a)
under the Securities Exchange Act of 1934.                          

32.1  Certification  of Chief  Executive  Officer  pursuant to 18 U.S.C. Section
      1350,as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2  Certification  of Chief  Financial  Officer  pursuant to 18 U.S.C. Section
      1350,as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

10-K/A
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SIGNATURES
----------

     Pursuant  to the  requirements  of  Section  13 or 15(d) 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)

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

March 11, 2004

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K/A’ Filing		Date		First		Last			Other Filings
Filed on:		3/11/04		5					10-Q/A,  4
		5/13/03		2					3,  DEF 14A
		3/24/03		3					10-K
		2/28/03		2
For Period End:		12/31/02		1		4			10-K,  4,  4/A,  8-K
		6/30/02		2					10-Q
									List all Filings