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Citizens Communications Co · SC 13D · Electric Lightwave Inc · On 5/30/00

Filed On 5/30/00 11:36am ET · SEC File 5-52625 · Accession Number 20520-0-11

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer

 5/30/00  Citizens Communications Co        SC 13D                 1:8    Electric Lightwave Inc

General Statement of Beneficial Ownership · Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              8     20K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Contracts, Arrangements, Understandings or Relationships with Respect Identity and Background Interest in Securities of the Issuer Material to be Filed as Exhibits Purpose of Transaction Security and Issuer Source and Amount of Funds or Other Consideration
1	1st Page
4	Item 1. Security and Issuer
"	Item 2. Identity and Background
6	Item 3. Source and Amount of Funds or Other Consideration
"	Item 4. Purpose of Transaction
"	Item 5. Interest in Securities of the Issuer
7	Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
"	Item 7. Material to be Filed as Exhibits

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

 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
   ---------------------------------------------------------------------
 (Name, Address and Telephone Number of Person
 Authorized to Receive Notices and Communications)

May 19, 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

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                      
580,644                   

9.     SOLE DISPOSITIVE POWER                   
0                   

10.     SHARED DISPOSITIVE POWER                  
580,644                   

11.     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING     
PERSON                                            
580,644                   

12.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES    
CERTAIN SHARES     [x]                            

13.     PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)        
6.2%                    

14.     TYPE OF REPORTING PERSON                                  
HC                      

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                                                               Page 3 of 8 Pages

SCHEDULE 13D

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                          
580,644                     

9.     SOLE DISPOSITIVE POWER                       
0                       

10.     SHARED DISPOSITIVE POWER                      
580,644                     

11.     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING       
PERSON                                            
580,644                     

12.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES      
CERTAIN SHARES    [x]                             

13.     PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)          
6.2%                    

14.     TYPE OF REPORTING PERSON                                    
CO                      

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                                                               Page 4 of 8 Pages

SCHEDULE 13D

Item 1.  Security and Issuer.                                                   
-------------------                                           

         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 the Vice President and Chief Finan-
cial Officer 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 the Vice President and Chief Finan-
cial Officer 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.                     
-------------------------------------------------             

         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 May 25,  2000,  CUCapital is the direct  beneficial  owner of
580,644  shares  of Class A Common  Stock,  which  in the  aggregate  constitute
approximately 6.2% 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 580,644  shares of Class A Common Stock  directly  owned by
CUCapital as described in paragraph (a) above.                                  

         (c) CUCapital has purchased  580,644  shares of Class A Common Stock on
the open market,  at an average price of  approximately  $20.62 per share,  in a
number of brokerage  transactions beginning on May 2, 2000 and ending on May 22,
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
         -----------------------------------------------------------------------
to Securities of the Issuer.                                  
---------------------------                                   

        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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 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

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This SC 13D Filing	Date	First	Last	Other Filings

	5/2/00	7
	5/19/00	1	7
	5/22/00	7
	5/25/00	6
Filed On / Filed As Of	5/30/00

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Citizens Communications Co · SC 13D · Electric Lightwave Inc · On 5/30/00

Filed On 5/30/00 11:36am ET · SEC File 5-52625 · Accession Number 20520-0-11

General Statement of Beneficial Ownership · Schedule 13DFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

General Statement of Beneficial Ownership · Schedule 13D
Filing Table of Contents