<PAGE>
File No. 33-51529
As filed with the Securities and Exchange Commission on March 23, 1994
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT No. 2 TO FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CITIZENS UTILITIES COMPANY
\\(Exact name of registrant as specified in charter)\\
DELAWARE
\\(State or other jurisdiction of incorporation or organization)\\
06-0619596
\\(IRS employer identification number)\\
High Ridge Park, Bldg. No. 3, Stamford, Connecticut 06905
(203) 329-8800
\\(Address including zip code and telephone number including area code, of
registrant's principal executive offices)\\
ROBERT J. DESANTIS
Vice President and Treasurer
Citizens Utilities Company
High Ridge Park, Bldg. No. 3
Stamford, Connecticut 06905
Tel. No. (203) 329-8800
\\(Name, address, including zip code, and telephone number,including area code,
of agent for service)\\
Copies to:
JONATHAN CHURCHILL FRANCIS H. TWEED
Boulanger, Hicks, Stein & Churchill, P.C. Simpson Thacher & Bartlett
135 East 57th Street 425 Lexington Avenue
New York, New York 10022 New York, New York 10017-3909
Tel. No. (212) 838-5600 Tel. No. (212) 455-2000
____________________________________________
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
____________________________________________
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus herein
also relates to the remaining $150,000,000 of securities of registrant covered
by Registration Statement No. 33-44069. The enclosed Prospectus constitutes
Post-effective Amendment No. 3 to said Registration Statement No. 33-44069 to
cover up to $150,000,000 of debt and equity securities of registrant, which
registrant hereby requests be declared effective at the same time as the within
registration statement.
_____________________
The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED MARCH 23, 1994
PROSPECTUS
$1,000,000,000
CITIZENS UTILITIES COMPANY
SECURITIES
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Citizens Utilities Company (the "Company" or "Citizens") may offer,
from time to time, debt securities consisting of unsecured debentures, in one or
more series (the "Debt Securities"); preferred stock, in one or more series (the
"Preferred Stock"); and its Common Stock, Series A and/or Series B (the "Common
Stock" and together with the Debt Securities and Preferred Stock, the
"Securities") in amounts, at prices and on terms to be determined at the time of
sale. The aggregate offering price of the Securities will not exceed
$1,000,000,000.
For each offering of Securities for which this Prospectus is being
delivered there will be an accompanying Prospectus Supplement (the "Prospectus
Supplement") that will set forth, with respect to Debt Securities, the
designation, principal amount, interest rate, interest payment dates, maturity
(not less than nine months nor more than fifty years), public offering price,
any redemption or sinking fund provisions, and any other specific terms; with
respect to Preferred Stock, the specific number of shares, liquidation value,
dividend rate (or method of calculation thereof), public offering price, any
redemption and sinking fund terms and other specific terms; and, with respect to
Common Stock, the specific number of shares, the designation, the public
offering price and other specific terms of the offering. The outstanding shares
of Common Stock are, and the new Common Stock will be, listed on the New York
Stock Exchange.
--------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------------------------
The Company may offer the Securities through underwriters, through
dealers, directly to one or more institutional purchasers or through agents.
See "Plan of Distribution." The Prospectus Supplement will set forth the names
of the underwriters, dealers or agents, if any, any applicable commissions or
discounts and the gross and net proceeds to the Company from the sale of
Securities.
--------------------------------------
The date of this Prospectus is March , 1994
<PAGE>
No dealer, salesperson or other person has been authorized to give any
information or to make any representations other than those contained or
incorporated by reference in this Prospectus or any Prospectus Supplement in
connection with an offer made by this Prospectus or any Prospectus Supplement
and, if given or made, such information or representations must not be relied
upon as having been authorized by the Company or by any other person,
underwriter, dealer or agent. Neither the delivery of this Prospectus or any
Prospectus Supplement nor any sale made hereunder shall under any circumstances
create an implication that there has been no change in the affairs of the
Company since the date hereof or thereof or that the information contained
herein is current as of any time subsequent to the date hereof. This Prospectus
and any Prospectus Supplement do not constitute an offer or solicitation by
anyone in any State in which such offer or solicitation is not authorized or in
which the person making such offer or solicitation is not qualified to do so or
to anyone to whom it is unlawful to make such offer or solicitation.
----------------------------
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "1934 Act") and in accordance therewith
files reports, proxy statements and other information with the Securities and
Exchange Commission (the "SEC"). Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. and at
its regional offices at Northwestern Atrium Center, Suite 1400, 500 West Madison
Street, Chicago, Illinois 60661, and Suite 1300, 7 World Trade Center, New
York, New York 10048. Copies of such material can also be obtained from the
Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. Certain securities of the Company are listed on the
New York Stock Exchange, 20 Broad Street, New York, New York 10005 and reports,
proxy material and other information concerning the Company may be inspected at
the office of that Exchange.
----------------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the SEC pursuant to
the 1933 Act are incorporated into this Prospectus by reference:
The Company's Annual Report on Form 10-K/A for the year ended December
31, 1993 and the schedules to the Company's Annual Report on Form 10-K for the
year ended December 31, 1992 filed by amendment on Form 8 on April 27, 1993.
The Company's Current Report on Form 8-K filed on December 15, and
December 20, 1993 and the Current Report on Form 8-K/A amending the Form 8K
filed on December 23, 1993 amending the Form 8-K filed December 15, 1993.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the termination of the
offering of the Securities shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the date of filing of such
documents.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus is delivered, upon written or oral request of
such person, a copy of any or all of the documents referred to above which have
been or may be incorporated by reference in this Prospectus, other than exhibits
to such documents not specifically incorporated by reference herein. Requests
for such copies should be directed to Office of the Secretary, Citizens
Utilities Company, High Ridge Park, Bldg. No. 3, Stamford, Connecticut 06905
(telephone (203) 329-8800).
2
<PAGE>
INFORMATION CONCERNING CITIZENS UTILITIES COMPANY
THE COMPANY
Citizens is a diversified operating public utility providing
telecommunications, natural gas, electric, water and wastewater services to
customers in sixteen states: Arizona, California, Colorado, Hawaii, Idaho,
Illinois, Indiana, Louisiana, Ohio, Oregon, Pennsylvania, Tennessee, Utah,
Vermont, Washington and West Virginia. Citizens also holds a significant
investment interest in Centennial Cellular Corp., a cellular telephone company
serving markets with a population of approximately 4.2 million. Beginning with
1946, the Company has increased its revenues, net income, earnings per share
(adjusted for intervening stock dividends and stock splits) and dividends paid
every year without interruption.
The Company, with administrative offices at High Ridge Park, Stamford,
Connecticut 06905, was incorporated in Delaware in 1935 to acquire the assets
and business of a predecessor corporation. Since then, the Company has grown as
a result of investment in owned utility operations and numerous acquisitions of
additional utility operations. It continues to consider and carry out business
expansion through significant acquisitions and joint ventures in traditional
public utility and related fields and the rapidly evolving telecommunications
and cable television industries.
As a result of its diversification, the Company is not dependent upon any
single geographic area for its revenues, nor is the Company dependent upon any
one type of utility service. Because of this diversity, no single regulatory
body regulates a utility service of the Company accounting for more than 18% of
its 1993 revenues. The Company is not aware of any other utility company as
fully diversified in both geographic areas served and variety of services
provided. The Company's operations are conducted principally in smaller
communities and non-urban areas. No material part of the Company's business is
dependent upon a single customer or a small group of customers. The loss of any
single customer or a small group of customers would not have a materially
adverse effect upon the Company. The Company's consumer connections have
increased from 26,150 in 1945 to 225,389 in 1965, to 610,585 in 1985, and to
more than 1,000,000 as of December 31, 1993.
On May 19, 1993, Citizens and GTE Corporation ("GTE") announced the
signing of ten definitive agreements pursuant to which Citizens agreed to
acquire from GTE, for $1.1 billion in cash, approximately 500,000 local
telephone exchange access lines in nine states: Arizona, California, Idaho,
Montana, New York, Oregon, Tennessee, Utah and West Virginia ("GTE Telephone
Properties"). The purchases require the approval of the Federal Communications
Commission and the regulatory commissions of the states in which the properties
are located. On December 31, 1993, 189,000 local telephone access lines in
Idaho, Tennessee, Utah and West Virginia were transferred to the Company. The
remaining GTE Telephone Properties are expected to be transferred in 1994.
THE BUSINESS
Operating divisions of Citizens provide electric and gas public
utility services, purchasing most of electric power needed and all gas supplies.
Telecommunications, water and wastewater public utility services are provided
either by divisions of Citizens or by its subsidiaries.
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RATINGS OF COMPANY SECURITIES
Standard & Poor's has rated the Company's outstanding publicly held
Debentures and Industrial Development Revenue Bonds "AAA"; and its Commercial
Paper "A-1+"; and has ranked the Company's Common Stock "A+". Each of these are
the highest rating or ranking granted by Standard & Poor's. Moody's Investors
Service, Inc. has assigned ratings of Aa3 to the Company's outstanding publicly
held Debentures and P-1 (its highest rating) to the Company's Commercial Paper.
Moody's does not rank or rate Common Stock.
An explanation of the significance of ratings may be obtained from the
rating agencies. Generally, rating agencies base their ratings on such material
and information, and such of their own investigations, studies and assumptions,
as they deem appropriate. A security rating is not a recommendation to buy,
sell or hold securities. There is no assurance that any rating will apply for
any given period of time or that a rating may not be adjusted or withdrawn.
FINANCIAL INFORMATION
The following financial information including Pro Forma financial
information reflecting the acquisition of GTE Telephone Properties is qualified
in its entirety by, and should be read in conjunction with, the information
appearing elsewhere herein and the documents and financial statements
incorporated by reference herein.
<TABLE>
<CAPTION>
Revenues
Year Ended December 31, 1993
-----------------------------
(In thousands)
Business Sector Pro Forma Actual
--------------- ----------- ------
<S> <C> <C>
Telecommunications $574,394 $177,497
Natural Gas 211,892 211,892
Electric 164,515 164,515
Water and Wastewater 65,488 65,488
---------- --------
Total $1,016,289 $619,392
========== ========
</TABLE>
4
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CONSOLIDATED SUMMARY FINANCIAL INFORMATION
(In thousands, except for per-share amounts)
<TABLE>
<CAPTION>
Year Ended
December 31, 1993 Year Ended December 31,
------------------------- -----------------------------------
Pro Forma/(1)/ Actual 1992 1991 1990 1989
------------------------- -----------------------------------
<S> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT
- ----------------
Revenues $1,016,289 $619,392 $580,464 $545,025 $528,251 $483,582
Income from
Continuing Operations $ 151,724 $125,630 $115,013 $112,354 $105,624 $ 97,768
Earnings Per Share of Common Stock
from Continuing Operations /(2)/
Series A and Series B $ .77 $ .71 $ .66 $ .65 $ .60 $ .53
Ratio of Earnings to Fixed Charges /(3)/ 4.4 5.3 4.8 5.3 5.3 5.2
</TABLE>
<TABLE>
<CAPTION>
As at December 31, 1993 As at December 31,
----------------------- ----------------------------------------------
Pro Forma/(4)/ Actual 1992 1991 1990 1989
----------------------- ----------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET
- -------------
Total Assets $2,983,118 $2,627,118 $1,887,981 $1,721,452 $1,491,199 $1,365,534
Long-Term Debt $ 915,673 $ 547,673 $ 522,699 $ 484,021 $ 412,348 $ 379,729
Shareholders' Equity $1,342,486 $ 974,486 $ 837,271 $ 719,676 $ 606,229 $ 541,318
Debt to Total Capital Ratio 40.5% 36.0% 38.4% 40.2% 40.5% 41.2%
Shareholders' Equity Per Share
Series A and Series B $ 6.77 $ 5.52 $ 4.76 $ 4.15 $ 3.43 $ 2.94
- ----------------------
</TABLE>
(1) Combined Citizens' financial results with the financial results pertaining
to the GTE Telephone Properties assuming the acquisitions were effective on
January 1, 1993. These amounts should be read in conjunction with the Pro
Forma Financial Statements presented on pages 17 and 18 this Prospectus.
(2) Series A and Series B per-share amounts have been adjusted retroactively
for intervening stock dividends and stock splits. No adjustment has been
made for Citizens' 1.1% 1994 first quarter stock dividend, as this
adjustment is immaterial.
(3) "Earnings" consist of income from continuing operations plus fixed charges
and income taxes. "Fixed Charges" consist of interest charges and an amount
representing the interest factor included in rentals.
(4) Citizens' balance sheet data giving effect to the acquisitions of the GTE
Telephone Properties assuming the acquisitions were effective as at
December 31, 1993. These amounts should be read in conjunction with the Pro
Forma Financial Statements presented on pages 17 and 18 of this Prospectus.
5
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APPLICATION OF PROCEEDS
Approximately $750 million of proceeds from the sale of the Securities
is expected to be used to partially fund the acquisition of the GTE Telephone
Properties. The remainder of proceeds is expected to be used to reimburse the
Company's treasury for expenditures for the construction, extension, completion
and improvement of utility facilities, to acquire additional public utility and
related property and property in the rapidly evolving telecommunications and
cable television industries, to improve service and to provide funds for the
repayment of outstanding debt on such date or dates as the Company may determine
from time to time.
CAPITAL REQUIREMENTS AND FINANCING
The total purchase price for the GTE Telephone Properties is $1.1
billion in cash. The Company intends to permanently finance the acquisition of
the GTE Telephone Properties approximately one-third from the issuance of equity
securities, one-third from the issuance of debt securities and one-third from
Company investments. In addition, the Company is engaged in a continuous
acquisition program and expects, from time to time, to acquire additional public
utility and related property and property in the rapidly evolving
telecommunications and cable television industries.
The Company carries out a continuous construction program to maintain
reliable and safe service and to meet future customer service requirements. In
1994, the Company anticipates that construction, extension and improvement of
service relating to existing properties and the GTE Telephone Properties will
require approximately $280,000,000. The Company's construction program is under
continuous review and may be revised depending on business and economic
conditions, regulatory action, governmental mandates, customer demand and other
factors. These capital requirements will be met from internally generated
funds, the sale of Securities covered by this Prospectus, the issuance of tax-
exempt debt securities and short-term borrowings.
The Company maintains $1,200,000,000 committed bank lines of credit
for general corporate purposes. As of March 22, 1994 no amounts were
outstanding under the existing lines of credit.
DESCRIPTION OF DEBT SECURITIES
GENERAL
Debt Securities may consist of any one or more of the following types
of securities: unsecured debentures, debentures convertible into equity, medium
term notes, and other
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unsecured notes, with a maturity of not less than nine months nor more than
fifty years from the date of issuance.
For each offering of Debt Securities there will be an accompanying
Prospectus Supplement that will set forth the aggregate principal amount or
amounts, public offering price or prices, maturity or maturities, rate or rates
and times of payment of interest, any sinking fund provisions, any redemption
terms and any other special terms of such Debt Securities. If the Debt
Securities are to be convertible to shares of equity securities, the
accompanying Prospectus Supplement will set forth the terms of conversion. The
following statements, which are qualified in their entirety by reference to the
Indenture described below, are brief summaries of the provisions of the
Indenture.
DEBENTURES AND OTHER UNSECURED DEBT SECURITIES
Debentures and other unsecured Debt Securities will be issued under
the Company's Indenture dated as of August 15, 1991, supplemented to cover two
earlier issuances of debentures and as may be further supplemented by one or
more supplemental indentures creating the respective series of Debentures and
other unsecured Debt Securities. Chemical Bank, New York, is the trustee (the
"Trustee") under the Indenture. Copies of the Indenture and any supplemental
indentures (collectively hereinafter called the "Indenture") are or will be
filed as exhibits to the Registration Statement. The Indenture provides
generally for the issuance of Debt Securities in series. Securities issued
under this Indenture are herein called the "Indenture Securities".
Debt Securities will not be secured. Debt Securities will rank
equally, unless otherwise specified in the Prospectus Supplements, with any
other indebtedness which may be issued under the Indenture and other unsecured
obligations of the Company except as noted. As of December 31, 1993, there was
outstanding approximately $505,422,000 principal amount of unsecured
indebtedness of the Company, including obligations under loan agreements
relating to industrial development revenue bonds issued on behalf of the Company
to finance the construction of specified property, all of which ranks equally in
right of payment with the Indenture Securities, except for approximately
$11,692,000 principal amount of such unsecured indebtedness which is subordinate
to all other unsecured indebtedness. In the future, the Company may incur
additional unsecured indebtedness, including obligations under industrial
development revenue bond loan agreements, and secured indebtedness under
mortgages or other security arrangements. At December 31, 1993 there was
$380,000,000 of short-term debt outstanding, issued in the form of commercial
paper notes, to temporarily and partially fund the GTE Telephone
Properties acquired on December 31, 1993. This short-term debt is expected to
be repaid from maturing temporary investments and proceeds from the planned
issuance of Securities in 1994.
Utility properties of a subsidiary of the Company in the state of
Arizona are subject to the lien of a mortgage securing $43,486,000 principal
amount of indebtedness from federal agencies as of December 31, 1993.
7
<PAGE>
Unless otherwise stated in the accompanying Prospectus Supplement, it
is intended that Debt Securities will be held by the owners as book-entry
securities. See below under "Description of Debt Securities -- Book-Entry Debt
Securities."
ISSUANCE OF ADDITIONAL SECURITIES
Additional Debt Securities may be issued under the Indenture. The
Indenture does not contain any limitation on the issuance by the Company of
other securities, either secured or unsecured.
MERGER, CONSOLIDATION, TRANSFER OF ASSETS
In the event of a merger, consolidation or transfer of assets of the
Company with or to another corporation or entity, in which the Company is not
the surviving corporation, the surviving entity shall assume the obligations of
the Company for Indenture Securities under the Indenture by execution of a
supplemental indenture, and such merger, consolidation or transfer of assets is
conditioned upon the surviving entity having a consolidated net worth
immediately subsequent to such event at least equal to that of the Company
immediately prior to such event.
MODIFICATION OF INDENTURE; DEFEASANCE
The Indenture provides that, with the consent of the holders of not
less than 66 2/3% in principal amount of all series of Indenture Securities
affected thereby which are at the time outstanding, the Company and the Trustee
may enter into supplemental indentures for the purpose of amending or modifying,
in any manner, provisions of the Indenture; provided, however, that no such
supplemental indenture, without the consent of the holder of each outstanding
Indenture Security affected thereby, shall, among other things, (i) change the
maturity of the principal of, or any installment of interest on, any Indenture
Security, or reduce the principal amount thereof or the interest thereon or any
premium payable upon the redemption thereof, or (ii) reduce the amount of the
principal of an original issue discount security that would be payable upon
acceleration, or (iii) impair the right to institute suit for the enforcement of
any such payment on or after the maturity or redemption date, or (iv) reduce the
aforesaid percentage of the Indenture Securities, the consent of the holders of
which is required for the execution of any such supplemental indenture or the
waiver of compliance with certain covenants (Indenture Section 902).
The Indenture provides for the defeasance of the Indenture with regard
to one or more series of Indenture Securities, or the defeasance of specified
covenants of the Indenture applicable to one or more series, upon the deposit in
trust of cash or U.S. government securities in an amount sufficient to pay
principal, premium, if any, and interest on such series of Indenture Securities
and upon satisfaction by the Company of other conditions (Indenture Sections
1302, 1303 and 1304).
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A condition to defeasance with respect to the entire amount of any
series of Indenture Securities is an opinion of counsel to the effect that the
holders of such series will not realize income for federal income tax purposes
as a result of such defeasance.
EVENTS OF DEFAULT
The Indenture defines an Event of Default with respect to any series
of Indenture Securities as being: a default for 60 days in the payment of any
interest upon any Indenture Security of such series; a default in the payment of
any principal of or premium on any Indenture Security of such series when due; a
default in the deposit of any sinking fund payment with respect to such series;
a default in the performance of any other covenant in the Indenture applicable
to such series which goes unremedied for 90 days after notice of default given
by the Trustee or the holders of not less than a majority of principal amount of
such series; and includes certain events of bankruptcy, insolvency or
reorganization. The Company may add, delete or modify any Event of Default or
other similar event with respect to one or more series of Indenture Securities
at the time of establishing such series (Indenture Section 501). The Company is
required to file with the Trustee all reports required by the Trust Indenture
Act of 1939, which includes an annual officer's certificate as to compliance
with all conditions and covenants under the Indenture (Indenture Sections 704
and 1006).
The Indenture provides that, if an Event of Default with respect to a
series of Indenture Securities occurs and is continuing, the Trustee or the
holders of not less than a majority of principal amount of the outstanding
Indenture Securities of such series may declare the principal of the Indenture
Securities of such series to be due and payable immediately. The holders of a
majority of principal amount of the outstanding Indenture Securities of such
series may rescind any such declaration if such Event of Default has been cured
or waived and all amounts then due on the Indenture Securities of such series
have been paid (Indenture Section 502).
The Indenture further provides that, if an Event of Default occurs and
is continuing, the Trustee may in its discretion proceed to protect and enforce
the rights of the Trustee and the rights of the holders of Indenture Securities
by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights (Indenture Section 503).
The Indenture provides that the Trustee shall give to the holders of
the Indenture Securities of any series notice of any default relating to such
series under the Indenture within 90 days of its occurrence, except that in the
------
case of a default by the Company in the performance of any covenant in the
Indenture other than those with respect to the payment of principal, premium or
interest or deposit of sinking fund payment, no such notice shall be given until
at least 30 days after the occurrence thereof, provided that the Trustee may
--------
withhold notice to holders of Indenture Securities of any series of any default
(except in payment of the principal of, or premium, if any, or interest on, any
Indenture Security or in
9
<PAGE>
the making of any sinking fund or similar payment) if it considers it in the
interest of the holders of Indenture Securities to do so (Indenture Section 602;
and Trust Indenture Act of 1939, Section 315(b)).
The Indenture provides that the holders of a majority of principal
amount of the outstanding Indenture Securities of a series have the right,
subject to certain conditions, to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising
any trust or power conferred on the Trustee and the right to waive past
defaults, other than defaults in, or relating to, the payment of principal,
premium or interest (Indenture Sections 512 and 513). The Trustee will not be
required to comply with any request or direction of the holders of Indenture
Securities pursuant to the Indenture unless offered indemnity against costs,
expenses and liabilities which might be incurred by the Trustee as a result of
such compliance (Indenture Section 603(d)).
Holders of Indenture Securities of a series have no right to enforce
any remedy under the Indenture unless the Trustee has failed to institute
proceedings in respect of an Event of Default relating to such series within 90
days after notice thereof and has received a written request by the holders of
not less than a majority of principal amount of the outstanding Indenture
Securities of such series with an offer of reasonable indemnity against costs,
expenses and liabilities that may be incurred in complying with such request
(Indenture Section 507).
CONCERNING THE INDENTURE TRUSTEE
Chemical Bank, the Trustee, is one of the lending banks on the Company's
bank line of credit arrangements.
BOOK-ENTRY DEBT SECURITIES
Unless otherwise stated in the accompanying Prospectus Supplement, it
is intended that the Debt Securities will be held by the owners as book-entry
securities and will be issued in the form of one or more fully registered global
securities. The global securities will be deposited with, or on behalf of, and
will be registered in the name of, the Depository Trust Company, New York, NY,
(the "Depositary") or its nominee (Indenture Section 311). Except as set forth
below, the global securities may be transferred only to a nominee of the
Depositary or to a name designated by an authorized representative of the
Depositary or its nominee.
The Depositary has advised as follows: it is a limited-purpose trust
company organized under the banking laws of the State of New York and a "banking
organization" within the meaning of that law, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code, and a "clearing agency" registered pursuant to the provisions
of Section 17A of the 1934 Act. The Depositary holds securities deposited by
its participating organizations ("participants") and
10
<PAGE>
facilitates settlement of securities transactions in such securities between
participants through electronic book-entry changes in accounts of its
participants. Participants include securities brokers and dealers, banks and
trust companies, clearing corporations and certain other organizations. Access
to the Depositary's system is also available to others such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial re-
lationship with a participant, either directly or indirectly ("indirect
participants"). Persons who are not participants may beneficially own securities
held by the Depositary only through participants or indirect participants.
The Depositary has advised that pursuant to its procedures: (i) upon
issuance of the Indenture Securities by the Company, the Depositary will credit
the accounts of participants and indirect participants designated by any
underwriters, dealers or agents with the principal amount of the Debt Securities
purchased and (ii) ownership of beneficial interests in the global debt
securities will be shown on, and the transfer of that ownership will be effected
only through, records maintained by the Depositary, the participants and the
indirect participants. The laws of some states require that certain persons take
physical delivery in definitive form of securities which they own.
Consequently, the ability to transfer beneficial interests in the global
debentures is limited to such extent.
So long as the Depositary or a nominee of the Depositary is the
registered owner of the global debt securities, such Depositary or nominee for
all purposes will be considered the sole owner or holder of the Debt Securities
under the applicable indenture. Except as provided below, owners of beneficial
interests in the global debt securities will not be entitled to have Debt
Securities registered in their names, will not receive or be entitled to receive
physical delivery of Debt Securities, and will not be considered the owners or
holders thereof under the applicable indenture.
Neither the Company nor the Trustee will have any responsibility or
obligation for any aspect of the records relating to or payments made on account
of beneficial ownership interests in the global debt securities or for
maintaining any records relating to such beneficial ownership interests.
Principal and interest payments on Debt Securities registered in the
name of the Depositary (or its successor or nominee) will be made by the paying
agent for the related series under the applicable indenture to the Depositary
(or its successor or nominee) as the registered owner of the global debt
securities. Under the terms of the Indenture and, unless otherwise stated in
the Prospectus Supplement, under the terms of any other applicable indenture the
Company and the Trustee will treat the persons in whose names the Debt
Securities are registered as the owners of such Debt Securities for the purpose
of payment of principal and interest on such Debt Securities, giving any notice
permitted or required to be given to holders of Debt Securities, registering the
transfer of the global debt securities, and for all other purposes whatsoever.
Therefore, neither the Company, the Trustee nor any paying agent has any direct
responsibility or liability for the payment of principal or interest on the Debt
Securities, or the giving of any such notice, to owners of
11
<PAGE>
beneficial interests in the global debt securities, as the case may be, or, in
the event of any sinking fund payment or redemption, the selection of the owners
of beneficial interests to receive payment. The Depositary has advised that its
present practice is, upon receipt of any payment of principal or interest, to
credit immediately the accounts of the participants and indirect participants
with such payment in amounts proportionate to their respective holdings in
principal amount of beneficial interests in the global debt securities as shown
on the records of the Depositary. Payments by participants and indirect
participants to owners of beneficial interests in the global debt securities
will be governed by standing instructions and customary practices, as is now the
case with securities held for the accounts of customers in bearer form or
registered in "street name", and will be the responsibility of the participants
or indirect participants.
Global debt securities are exchangeable for definitive Debt Securities
in registered form only if (i) the Depositary notifies the Company that it will
not continue its services as Depositary for the global debt securities, (ii) the
Depositary ceases to be a clearing agency registered under the 1934 Act, (iii)
the Company in its sole discretion determines that all such global debt
securities shall be exchangeable for definitive debt Securities in registered
form, or (iv) an Event of Default (as hereinabove described) with respect to the
debt Securities represented by such global debt securities has occurred and is
continuing. Any global debt securities that are exchangeable pursuant to the
preceding sentence shall be exchangeable for definitive Debt Securities in
registered form in denominations of $1,000 and integral multiples thereof. Such
definitive Debt Securities shall be registered in the names of the owners of the
beneficial interests in such global debt securities as provided by the
Depositary's participants (as identified by the Depositary holding such global
debt securities).
In the event that Debt Securities which are held as book-entry debt
securities cease to be book-entry debt securities, such Debt Securities will be
delivered as registered debt securities without coupons in denominations of
$1,000 or any authorized multiple of $1,000. No service charge will be made for
any exchange or registration of transfer of any Debt Securities, except that the
Company may require payment sufficient to cover any tax or governmental charge
in connection therewith (Indenture Sections 302 and 305).
DESCRIPTION OF PREFERRED STOCK
The Company is authorized to issue up to 50,000,000 shares of
Preferred Stock, par value $.01 per share. Under the Company's Restated
Certificate of Incorporation, as amended, the Board of Directors is empowered to
fix, by resolution, or resolutions, the designations, powers, preferences and
relative, participating, optional, conversion and other rights and the
qualifications, limitations and restrictions of such Preferred Stock, including
dividend rates and payment dates, liquidation preferences, conversion prices,
voting rights, redemption and sinking fund terms, and other specific terms.
Preferred Stock may be issued in one or more classes and in one or more series.
In the event that the Directors shall
12
<PAGE>
create a class or series of Preferred Stock, the terms shall be as set forth in
the resolution of the Directors creating such stock. None of the Company's
authorized Preferred Stock has been issued.
The statements with respect to the Company's Preferred Stock contained
in this Prospectus and in any Prospectus Supplement, are summaries of the
Company's Restated Certificate of Incorporation and the aforesaid resolutions.
Such statements are in all respects subject to and qualified in their entirety
by reference by the Restated Certificate and the resolutions fixing the terms of
the Preferred Stock.
DIVIDEND RIGHTS
The holders of Preferred Stock in respect of which an accompanying
Prospectus Supplement is being delivered will be entitled to receive dividends
when and as declared by the Board of Directors of Citizens, as specified in such
accompanying Prospectus Supplement. The date that the initial dividend on such
Preferred Stock is expected to be payable will be as set forth in such
accompanying Prospectus Supplement. There are no limitations in any existing
indentures or any other agreements on the payments of dividends on Preferred
Stock.
VOTING RIGHTS
Any rights of the holders of the shares of any series or class of
Preferred Stock will be as set forth in an accompanying Prospectus Supplement.
REDEMPTION AND LIQUIDATION RIGHTS
Redemption provisions and Liquidation Rights and preferences for the
Preferred Stock in respect of which an accompanying Prospectus Supplement is
being delivered will be set forth in such accompanying Prospectus Supplement.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Preferred Stock will be as
set forth in an accompanying Prospectus Supplement.
DESCRIPTION OF COMMON STOCK SERIES A AND SERIES B
Citizens' common equity capital consists of two series: Common Stock
Series A and Common Stock Series B. The Company has authorized 200,000,000
shares of Common Stock Series A and 300,000,000 shares of Common Stock Series B.
The Company as of March 10, 1994 had outstanding 129,321,066 shares of Common
Stock Series A and
13
<PAGE>
53,507,044 shares of Common Stock Series B. The holders of Common Stock Series A
and Common Stock Series B are entitled to one vote for each share on all matters
voted on by stockholders. Pursuant to Citizens' Restated Certificate of
Incorporation, the holders of Common Stock Series A and the holders of Common
Stock Series B vote together as a single class on all matters to be voted on by
stockholders, unless otherwise expressly required by applicable law. Common
Stock Series A is convertible, on a share-for-share basis, and a tax free basis
into Common Stock Series B at all times. Common Stock Series B is not
convertible into Common Stock Series A. The Board of Directors of Citizens may,
in its sole discretion and at any time, require all of the holders of Common
Stock Series A to exchange all of their shares of Common Stock Series A for
shares of Common Stock Series B on a share-for-share basis. The holders of
Common Stock Series A and Series B participate ratably in liquidation.
DIVIDENDS
The holders of Common Stock are entitled to receive dividends when and
as declared by the Board of Directors of Citizens out of funds legally available
therefor. Dividends have been paid to holders of Common Stock every year without
interruption beginning in 1939, with increases in cash dividends or cash value
equivalents every year without interruption beginning in 1946. Beginning in
1956, when the two-series common stock capitalization of Citizens was initiated,
through 1989, only stock dividends were paid on Common Stock Series A and only
cash dividends were paid on Common Stock Series B. Commencing in 1990, Citizens
declared and paid stock dividends on shares of both Common Stock Series A and
Common Stock Series B. Under present Federal tax law, stock dividends on Common
Stock Series A and Common Stock Series B, if paid and received pro-rata and
otherwise in the same manner as they have been since 1990, will continue to be
free of current federal income taxation on receipt.
To the extent that stock dividends are declared on Common Stock Series
B, the same stock dividend must be declared on Common Stock Series A. To the
extent that cash dividends are paid out of funds that are legally available on
Common Stock Series B, stock dividends with an equivalent fair value must be
paid during the same calendar year on Common Stock Series A, unless cash
dividends are declared on Common Stock Series A at the same time and in an equal
amount as on Common Stock Series B.
As noted herein, the Company's Board of Directors may determine the
power, preferences and rights of holders of Preferred Stock which may be issued
in the future, which may impact the powers and rights of holders of outstanding
Common Stock, without any further action by the stockholders of the Company.
The holders of Common Stock have no preemptive rights.
STOCK DIVIDEND SALE PLAN
The Company has a Stock Dividend Sale Plan (the "Plan") offered by a
separate prospectus that permits holders of shares of Common Stock Series B to
have their stock
14
<PAGE>
dividends sold quarterly by the Plan Broker with the cash proceeds of the sale
distributed to them. The Company absorbs all expenses of the Plan, except for
specified brokerage charges incurred in connection with selling the Series B
dividend shares. The Company reserves the right to discontinue the Plan at any
time.
TRANSFER AGENT
The Transfer Agent for the Company's Common Stock is the Illinois Stock
Transfer Company.
[This space intentionally left blank]
15
<PAGE>
COMMON STOCK PRICE RANGE
Prior to February 24, 1992, the Company's common stock was traded on
the over-the-counter market as a National Market Issue under NASDAQ symbols
CITUA for Series A and CITUB for Series B shares. On February 24, 1992,
Citizens commenced trading on the New York Stock Exchange under the symbols CZNA
and CZNB for Common Stock Series A and Common Stock Series B, respectively.
The table below indicates the high and low prices per share for the
periods shown. From January 2, 1991, through February 21, 1992, the last day
the stock was traded on the over-the-counter market, the prices were taken from
the NASDAQ/NMS Monthly Statistical Report. The high and low prices per share
from February 24, 1992, through December 31, 1993, were taken from the daily
quotations published in The Wall Street Journal during the periods indicated.
Prices have been adjusted retroactively for intervening stock dividends, the
July 24, 1992 3-for-2 stock split and the August 31, 1993 2-for-1 stock split,
rounded to the nearest 1/8th. No adjustment has been made for the 1.1% 1994
first quarter stock dividend, as this adjustment is immaterial.
<TABLE>
<CAPTION>
1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
-------------- ------------- ------------ -------------
High Low High Low High Low High Low
------ ------ ----- ------ ---- ------ ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1993:
Series A $17 5/8 13 3/8 18 3/8 15 7/8 18 1/8 13 1/4 19 7/8 16 1/8
Series B $17 5/8 13 1/2 18 3/8 15 3/4 18 1/8 13 1/4 19 3/4 16 1/8
1992:
Series A $12 3/8 10 1/2 12 1/8 11 13 5/8 10 3/4 14 1/2 12
Series B $12 1/8 10 3/8 12 1/8 10 5/8 13 5/8 10 5/8 14 1/2 12
1991:
Series A $8 1/2 6 1/2 8 1/4 7 3/8 9 5/8 7 3/8 11 1/4 9
Series B $8 1/2 6 1/2 8 1/8 7 3/8 9 5/8 7 1/8 11 1/4 8 3/4
</TABLE>
The reported high and low prices for 1994 through March 22, 1994 were $18 and
$15 1/2 per share of Common Stock Series A and $18 1/8 and $15 1/2 per share of
Common Stock Series B, respectively. The reported last sale prices on the New
York Stock Exchange on March 22, 1994 were $15 5/8 per share of Common Stock
Series A and $15 3/4 per share of Common Stock Series B.
16
<PAGE>
PRO FORMA FINANCIAL STATEMENTS
CITIZENS UTILITIES COMPANY
PRO FORMA CONDENSED BALANCE SHEET
At December 31, 1993
(In thousands)
The following Pro Forma Condensed Balance Sheet represents the historical
condensed balance sheet of Citizens giving effect to the acquisitions of the GTE
Telephone Properties under the purchase accounting method as if the acquisitions
had become effective on December 31, 1993. The Pro Forma Condensed Balance Sheet
should be read in conjunction with the historical financial statements and
related notes thereto of Citizens which are incorporated by reference herein.
The Pro Forma Condensed Balance Sheet is not necessarily indicative of what the
actual financial position would have been had the transactions occurred at the
dates indicated and do not purport to indicate future financial position.
<TABLE>
<CAPTION>
Pro Forma
------------------------------
Citizens Adjustments (1) Adjusted
--------- ----------- -----------
<S> <C> <C> <C>
ASSETS
Current Assets:
Cash $ 21,738 $ 636,000 (2) $ 21,738
(636,000)(3)
Temporary Investments 89,752 (89,752)(2) 0
Accounts Receivable 114,313 114,313
Other 14,934 14,934
---------- ----------
Total Current Assets 240,737 150,985
---------- ----------
Net Property, Plant and Equipment 1,691,967 636,000 (3) 2,327,967
---------- ----------
Investments 411,022 (190,248)(2) 220,774
Regulatory Assets 146,207 146,207
Deferred Debits and Other Assets 137,185 137,185
---------- ---------- ----------
$2,627,118 $ 356,000 $2,983,118
========== ========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Long-Term Debt Due Within One Year $ 1,620 $ 1,620
Other 246,605 246,605
Short-Term Debt 380,000 $(380,000)(2) 0
---------- ----------
Total Current Liabilities 628,225 248,225
Customer Advances for Construction and
Contributions in Aid of Construction 184,253 184,253
Deferred Income Taxes 213,471 213,471
Regulatory Liabilities 28,376 28,376
Deferred Credits and Other Liabilities 50,634 50,634
Long-Term Debt 547,673 368,000 (2) 915,673
---------- ----------
1,652,632 1,640,632
---------- ----------
Shareholders' Equity
Common Stock Issued, $.25 Par Value
Series A 32,447 32,447
Series B 13,119 13,119
Additional Paid-In Capital 698,688 368,000 (2) 1,066,688
Retained Earnings 230,232 230,232
---------- ----------
974,486 1,342,486
---------- ----------- ----------
$2,627,118 $ 356,000 $2,983,118
========== =========== ==========
</TABLE>
(1) The Company and GTE have signed ten definitive agreements in which the
Company will purchase from GTE, for $1.1 billion in cash, certain GTE
Telephone Properties serving approximately 500,000 access lines in nine
states. On December 31, 1993, 189,000 local telephone access lines in
Idaho, Tennessee, Utah and West Virginia were transferred to the Company.
The $468 million purchase price for the properties that were transferred on
December 31, 1993 was permanently funded with $88 million of Investments and
temporarily funded with $380 million of Short-Term Debt. The remaining GTE
Telephone Properties are expected to be transferred in 1994.
(2) When added to the $88 million of permanent funding described in Note (1)
above, these adjustments reflect the permanent funding of the $1.1 billion
purchase price with equal components of Investments (including Temporary
Investments), Long-Term Debt and Equity.
(3) Reflects the acquisition of the remaining GTE Telephone Properties expected
to be transferred in 1994.
17
<PAGE>
PRO FORMA FINANCIAL STATEMENTS (continued)
CITIZENS UTILITIES COMPANY AND GTE TELEPHONE PROPERTIES
PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME
(In thousands, except for per-share amounts)
The following Pro Forma Condensed Combined Statements of Income for
the year ended December 31, 1993 combine the historical statements of income of
Citizens and the GTE Telephone Properties giving effect to the acquisitions as
if the acquisitions had been effective on January 1, 1993. The Pro Forma
Condensed Combined Statements of Income should be read in conjunction with
historical financial statements and related notes thereto of Citizens and those
of the GTE Telephone Properties that have been audited which are incorporated by
reference herein. The Pro Forma Condensed Statements of Income are not
necessarily indicative of what the actual results of operations would have been
for the period had the transactions occurred at the date indicated and do not
purport to indicate the results of future operations .
<TABLE>
<CAPTION>
Year Ended December 31, 1993
------------------------------------------------
Pro Forma
-------------------------
CITIZENS GTE(1) Adjustments Combined
---------- ---------- ------------ -----------
<S> <C> <C> <C> <C>
Operating Revenues $619,392 $396,897 $1,016,289
Operating Expenses:
Operating Expenses 403,534 226,054 ($11,000)(2) 618,588
Depreciation and Amortization 54,698 77,108 8,000 (3) 139,806
-------- -------- -------- ----------
Total Operating Expenses 458,232 303,162 (3,000) 758,394
Net Operating Income 161,160 93,735 3,000 257,895
Other Income (Deductions) 54,199 (166) (18,400)(4) 35,633
Interest Expense 37,431 26,517 200 (5) 64,148
-------- -------- -------- ----------
Income Before Income Taxes 177,928 67,052 (15,600) 229,380
Income Taxes 52,298 24,758 600 (6) 77,656
-------- -------- -------- ----------
Net Income $125,630 $42,294 ($16,200) $151,724
======== ======== ======== ==========
Earnings Per Share
of Common Stock:
Series A and Series B* $ .71 $ .77 (7)
Weighted Average
Common Shares* 176,564 198,211 (7)
</TABLE>
* No adjustment has been made for Citizens' 1.1% 1994 first quarter stock
dividend, as this adjustment is immaterial.
- --------------------
See Notes to Pro Forma Financial Statements on page 19.
18
<PAGE>
PRO FORMA FINANCIAL STATEMENTS (continued)
CITIZENS UTILITIES COMPANY AND GTE TELEPHONE PROPERTIES
NOTES TO PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME
(1) The Company and GTE have signed ten definitive agreements in which the
Company will purchase from GTE for $1.1 billion in cash, certain GTE Telephone
Properties serving approximately 500,000 access lines in nine states. On
December 31, 1993, 189,000 local telephone access lines in Idaho, Tennessee,
Utah and West Virginia were transferred to the Company. The remaining GTE
Telephone Properties are expected to be transferred in 1994.
(2) Elimination of certain corporate overhead expenses allocated by GTE to the
GTE Telephone Properties which will not have a continuing impact on the
combined entity.
(3) Represents amortization of the $175 million of excess of purchase price
over net book value of assets acquired for the states in which the public
utilities commissions have required amortization. In accordance with Statement
of Financial Accounting Standards No. 71, "Accounting for the Effects of
Certain Types of Regulation", the remaining $158 million of excess of
purchase price over net book value of assets acquired in states where the
public utilities commissions have not required amortization will be deferred.
The Company intends to seek from the public utilities commissions maximum
recovery of the excess of purchase price over net book value in future rate
proceedings.
(4) Elimination of tax exempt investment income earned on $368 million of the
Company's investments which will be used to partially finance the acquisition
of the GTE Telephone Properties.
(5) Represents interest expense on $368 million of additional long-term debt to
be issued to partially finance the acquisition of the GTE Telephone Properties,
net of the elimination of interest expense on long-term debt associated with
the GTE Telephone Properties which will not be assumed by the Company. The
Company anticipates that cash flow from operations generated by the acquired
properties will be more than sufficient to fund the capital expenditure
requirements of the acquired properties.
(6) Adjustment to income tax expense based on taxable income and the applicable
effective tax rate.
(7) The pro forma earnings per share is based on the weighted average number of
common shares outstanding plus the number of additional shares assumed to have
been issued to finance $368 million of the acquisition purchase price assuming
such shares were outstanding for the entire respective periods.
19
<PAGE>
EXPERTS
The consolidated financial statements of the Company as of December 31, 1993
1992, and 1991, and for each of the years then ended, incorporated by
reference in this Prospectus from the Company's Annual Report on Form 10-K, have
been so incorporated by reference in reliance upon the report of KPMG Peat
Marwick, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
The financial statements of the West Virginia and Tennessee Operations of
GTE South Incorporated, and of the Arizona and Idaho Operations of Contel of the
West, Inc., incorporated by reference in this Prospectus, have been examined by
KPMG Peat Marwick to the extent and for the periods indicated in their reports,
and have been so incorporated by reference in reliance upon the reports of KPMG
Peat Marwick, also incorporated by reference herein, and upon the authority of
said firm as experts in accounting and auditing.
The financial statements of Contel of New York, Inc. and Contel of West
Virginia, Inc., incorporated by reference in this Prospectus, have been examined
by Arthur Andersen & Co. to the extent and for the periods indicated in their
reports, and have been so incorporated by reference in reliance upon the reports
of Arthur Andersen & Co., also incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
LEGAL OPINIONS
The validity of the Securities will be passed upon by Boulanger, Hicks,
Stein & Churchill, P.C., 135 East 57th Street, New York, New York, counsel for
the Company, and by Simpson Thacher & Bartlett (a partnership which includes
professional corporations), 425 Lexington Avenue, New York, New York, counsel
for the Underwriters. Legal matters relating to required authorization, if any,
of the Securities by the public utilities commissions in the various states will
be passed upon by local counsel to the Company in the states of Arizona,
Colorado, Hawaii, Louisiana, Tennessee, Vermont and West Virginia. Boulanger,
Hicks, Stein & Churchill and Simpson Thacher & Bartlett may rely upon such
counsel as to certain matters governed by the laws of such states.
PLAN OF DISTRIBUTION
The Company may sell the Securities (i) through underwriters; (ii) through
dealers; (iii) directly to one or more institutional purchasers; or (iv) through
agents. Securities may be sold outside the United States. An accompanying
Prospectus Supplement will set forth the terms of the offering of Securities
including the name or names of any underwriters, dealers, purchasers or agents,
the purchase price of such Securities and the proceeds to the Company from such
sale, any underwriting discounts and other items constituting
20
<PAGE>
underwriters' compensation, any initial public offering price, any discounts or
concessions allowed or reallowed or paid to dealers and any securities exchanges
on which such Securities may be listed. Any initial public offering price and
any discounts or concessions allowed or reallowed or paid to dealers may be
changed from time to time. Only firms named in the Prospectus Supplement are
deemed to be underwriters, dealers or agents in connection with the Securities
offered thereby.
If underwriters are used in the sale, Securities will be acquired by the
underwriters for their own account and may be resold from time to time in one or
more transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of sale. Unless otherwise set
forth in the Prospectus Supplement, the obligations of the underwriters to
purchase the Securities will be subject to certain conditions precedent, and the
underwriters will be obligated to purchase all such Securities if any are
purchased.
Securities may be sold directly by the Company or through any firm
designated by the Company from time to time, acting as principal or as agent.
The Prospectus Supplement will set forth the name of any dealer or agent
involved in the offer or sale of the Securities in respect of which the
Prospectus Supplement is delivered and the price payable to the Company by such
dealer or any commissions payable by the Company to such agent. Unless otherwise
indicated in the Prospectus Supplement, any such agent will be acting on a best
efforts basis for the period of its appointment.
Underwriters, dealers and agents may be entitled under agreements entered
into with the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act of 1933, or to
contribution with respect to payments for such liabilities which underwriters,
dealers or agents may be required to make. Underwriters, dealers and agents may
engage in transactions with or perform services for the Company in the ordinary
course of business.
The anticipated date of delivery of Securities will be as set forth in the
Prospectus Supplement relating to such offering.
21
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
-------------------------------------------
<TABLE>
<CAPTION>
Description Amount /(1)/
- ------------------------------------------------ ------------
<S> <C>
Securities and Exchange Commission filing fee.. $293,103
Printing and engraving......................... 100,000
Legal Services................................. 50,000
Accounting services............................ 60,000
Blue Sky Fees.................................. 15,000
Rating agency fees............................. 120,000
New York Stock Exchange listing fee............ 90,000
Miscellaneous.................................. 37,000
--------
Total $765,103
========
- ---------------------
</TABLE>
(1) All fees are estimated except for the Securities and Exchange Commission
filing fee.
Item 15. Indemnification of Directors and Officers.
-----------------------------------------
The Company, being incorporated under the Delaware General Corporation Law,
is empowered by Section 145 of such law to indemnify officers and directors
against certain expenses, liabilities and payments, including liabilities
arising under the Securities Act of 1933, as amended (the "Act"), as therein
provided. In addition, By-Laws 24 and 24A of the Company and a resolution
adopted by the Board of Directors in connection with the issuance of the
Debentures provide for indemnification of specified persons, including officers
and directors of the Company, for liabilities arising under said Act, as
provided in said By-Laws and resolution.
The Company also maintains insurance providing coverage for the Company and
its subsidiaries against obligations incurred as a result of indemnification of
officers and directors. The coverage also insures the officers and directors
for a liability against which they may not be indemnified by the Company or its
subsidiaries but excludes specified dishonest acts.
II-1
<PAGE>
Item 16. Exhibits.
--------
An Exhibit Index, containing a list of all exhibits to this registration
statement, commences on page II-6.
Item 17. Undertakings.
------------
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that clauses (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
clauses is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Act, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-2
<PAGE>
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions set forth in Item 15 (other than policies of
insurance), or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer,
or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
[This space intentionally left blank]
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 2 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunder duly authorized, in the City of Stamford and State of Connecticut on
the 23rd day of March 1994.
CITIZENS UTILITIES COMPANY
By /s/Robert J. DeSantis
__________________________________________
Robert J. DeSantis
Vice President and Treasurer
II-4
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------------------------- ---------------------- -------------
<S> <C> <C>
LEONARD TOW Chairman of the Board, March 23, 1994
- --------------------------- Chief Executive
(Leonard Tow) Officer, Chief
Financial Officer
and Director
- --------------------------- Vice President and March 23, 1994
ROBERT J. DESANTIS Treasurer
- ---------------------------
(Robert J. DeSantis)
- --------------------------- Director March 23, 1994
NORMAN I. BOTWINIK/*/
- ---------------------------
(Norman I. Botwinik)
- --------------------------- Director March 23, 1994
STANLEY HARFENIST/*/
- ---------------------------
(Stanley Harfenist)
March 23, 1994
- --------------------------- Director
ANDREW N. HEINE/*/
- ---------------------------
(Andrew N. Heine)
March 23, 1994
- --------------------------- Director
AARON I. FLEISCHMAN/*/
- ---------------------------
(Aaron I. Fleischman)
- --------------------------- Director March 23, 1994
ELWOOD A. RICKLESS/*/
- ---------------------------
(Elwood A. Rickless)
- --------------------------- Director March 23, 1994
JOHN L. SCHROEDER/*/
- ---------------------------
(John L. Schroeder)
- --------------------------- Director March 23, 1994
ROBERT D. SIFF/* /
- ---------------------------
(Robert D. Siff)
ROBERT A. STANGER/*/ Director March 23, 1994
- ---------------------------
(Robert A. Stanger)
- --------------------------- Director March 23, 1994
EDWIN TORNBERG/*/
- ---------------------------
(Edwin Tornberg)
- --------------------------- Director March 23, 1994
CLAIRE L. TOW/* /
- ---------------------------
(Claire Tow)
- ---------------------------
*By /s/ Robert J. DeSantis
- ---------------------------
Attorney-in-fact
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
Description
- -----------
Exhibit No. 23.1 Consent of KPMG Peat Marwick.
Exhibit No. 23.2 Consent of Arthur Andersen & Co.
All other exhibits were filed with the Registration Statement on Form S-3,
Amendment No. 1 to Registration Statement on Form S-3 or incorporated by
reference.
II-6
<PAGE>
Exhibit No. 23.1
Independent Auditors' Consent
-----------------------------
The Board of Directors
Citizens Utilities Company:
We consent to the use of our reports incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the Prospectus.
/s/ KPMG PEAT MARWICK
---------------------
KPMG PEAT MARWICK
New York, New York
March 23, 1994
<PAGE>
Exhibit No. 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-3 of our reports dated
January 24, 1992 and January 25, 1993, related to the December 31, 1990, 1991
and 1992 financial statements of Contel of New York, Inc. and Contel of West
Virginia, Inc., included in Citizens Utilities Company's Form 8-K dated December
15, 1993, and to the reference to our firm under the heading "Experts" in this
Registration Statement.
/s/ Arthur Andersen & Co.
-------------------------
ARTHUR ANDERSEN & CO.
Dallas, Texas,
March 23, 1994.
