19981217Notice of Application.doc

BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION

IN THE MATTER OF THE APPLICATION OF CITIZENS UTILITIES COMPANY, CITIZENS NEWCO COMPANY, CITIZENS TELECOMMUNICATIONS COMPANY OF IDAHO, CITIZENS TELECOMMUNICATIONS COMPANY, AND ELECTRIC LIGHTWAVE, INC. FOR A TRANSFER OF CONTROL.
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CASE NO. CTCT985

NOTICE OF APPLICATION

NOTICE OF MODIFIED PROCEDURE

YOU ARE HEREBY NOTIFIED that on December 7, 1998, the Citizens Utility Company (CUC) filed an Application for transfer of control with respect to its telecommunications business. CUC is a diversified, publicly held company providing telecommunications, electric, gas, water and waste water services throughout the country. CUC provides these services through many subsidiaries divided into two primary businesses: (1) the public services sector including all of CUCs utility businesses which provide electric, gas, water and waste water services, and (2) the communications sector including all of CUCs communications-related businesses including local exchange, long distance and competitive communications subsidiaries.
Through this filing, CUC and its subsidiaries request Commission approval of the separation of the CUC into two separate, independent companies and the transfer by CUC of all communications stock and ownership control to a new holding company to be known as Citizens Newco Company.

CUC contends that the only effect of its proposal will be to transfer control over the communications sectors subsidiaries from CUC to a new entity to which the capital stock can be transferred to complete the split. After the separation, CUC will remain the holding company for the utility businesses. Citizens Newco Company is a newly created holding company to which CUC will transfer all outstanding stock in its communications businesses. CUC states that it is not anticipated that there will be any changes in the day to day operations of the local communications subsidiaries as a result of the pro forma transfer of control from one holding company to another. The proposed transaction, CUC purports, does not involve a purchase, sale or transfer of assets or a merger or acquisition. It is simply dividing the two business sectors of one company into two separate companies.
In summary, CUC proposes the following: Citizens Newco Company will split its capital stock; CUC will transfer all its capital stock and control of CUCs wholly-owned two Idaho Communications Subsidiaries and CUCs ownership of 83% of the common stock of Electric Lightwave, Inc. to Citizens Newco, and CUC will transfer the capital stock of Citizens Newco to CUCs shareholders.
YOU ARE FURTHER NOTIFIED that the Application together with supporting workpapers, testimonies and exhibits, have been filed with the Commission and are available for public inspection during regular business hours at the Commission offices.
YOU ARE FURTHER NOTIFIED that all proceedings in this case will be held pursuant to the Commission's jurisdiction under Title 61 of the Idaho Code and that the Commission may enter any final Order consistent with its authority under Title 61.
YOU ARE FURTHER NOTIFIED that all proceedings in this matter will be conducted pursuant to the Commission's Rules of Procedure, IDAPA 31.01.01.000 et seq.
YOU ARE FURTHER NOTIFIED that the Commission has determined that the public interest may not require a formal hearing in this matter and will proceed under Modified Procedure pursuant to Rules 201 through 204 of the Idaho Public Utilities Commission's Rules of Procedure, IDAPA 31.01.01.201 through -.204.
YOU ARE FURTHER NOTIFIED that any person desiring to state a position on this Application may file a written comment in support or opposition with the Commission within twenty-one (21) days from the date of this Notice. The comment must contain a statement of reasons supporting the comment. Persons desiring a hearing must specifically request a hearing in their written comments. Written comments concerning this application shall be mailed to the Commission and the Applicant at the addresses reflected below:

COMMISSION SECRETARY BARBARA SNIDER
IDAHO PUBLIC UTILITIES COMMISSION CITIZENS COMMUNICATIONS
PO BOX 83720 7901 FREEPORT BLVD., STE 100
BOISE, IDAHO 83720-0074 SACRAMENTO, CALIFORNIA 95832

Street Address for Express Mail: Telephone: [phone]

472 W WASHINGTON ST ALOA STEVENS
BOISE, IDAHO 83702-5983 CITIZENS COMMUNICATIONS
9672 S 700 E, STE 300
SANDY, UTAH 84070

Telephone: [phone]

These comments should contain the case caption and case number shown on the first page of this document.
YOU ARE FURTHER NOTIFIED that if no written comments are received within the time limit set, the Commission will consider this matter on its merits and enter its Order without a formal hearing. If written comments are received within the time limit set, the Commission will consider them and, in its discretion, may set the same for formal hearing.
DATED at Boise, Idaho this day of December 1998.

Myrna J. Walters
Commission Secretary

bp/N:CTC-T-98-5

NOTICE OF APPLICATION
NOTICE OF MODIFIED PROCEDURE -1-

Office of the Secretary
Service Date
December 17, 1998