SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report:
(Date of earliest event reported)
April 15, 1994
CITIZENS UTILITIES COMPANY
(Exact name of registrant as specified in charter)
Delaware 0-1291 06-0619596
(State or other jurisdiction(Commission File Number) (IRS Employer
of incorporation) Identification No.)
High Ridge Park, P.O. Box 3801, Stamford, Connecticut 06905
(Address of principal executive offices) (Zip code)
(203) 329-8800
(Registrant's telephone number, including area code)
No change since last report
(Former name or former address, if changed since last report)<PAGE>
Item 5. Other Events
On April 15, 1994, the Registrant issued this Third Supplemental
Indenture, supplemental to the Indenture dated as of August 15,
1991 between Citizens Utilities Company and Chemical Bank
(Trustee), a copy of which is filed herewith as Exhibit 4.100.6
and incorporated herein by reference in its entirety.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CITIZENS UTILITIES COMPANY
(Registrant)
Date: July 5, 1994 By:/s/ Robert J. DeSantis
Vice President and Treasurer
CITIZENS UTILITIES COMPANY
TO
CHEMICAL BANK
(Trustee)
THIRD SUPPLEMENTAL INDENTURE
Dated as of April 15, 1994
Supplemental to the Indenture
Dated as of August 15, 1991
<PAGE>
THIRD SUPPLEMENTAL INDENTURE, dated as of April 15, 1994, between
CITIZENS UTILITIES COMPANY, a corporation duly organized and existing under
the laws of the State of Delaware (herein called the "Company"), having its
principal administrative offices at High Ridge Park, Building No. 3, Stamford,
Connecticut 06905, to CHEMICAL BANK, a New York banking corporation, as
Trustee (herein called the "Trustee"), having its principal corporate trust
office at 450 West 33rd Street, New York, New York 10001.
RECITALS
WHEREAS, the Company has entered into an Indenture dated as of August
15, 1991 (the "Indenture"), with the Trustee to provide for the issuance from
time to time of the Company's debentures, notes or other evidences of
indebtedness (herein called the "Securities"), to be issued in one or more
series; and
WHEREAS, the Company has entered into a First Supplemental Indenture
dated as of August 15, 1991 (the "First Supplemental Indenture") with the
Trustee to establish the form and terms of a series of Securities designated
"8.45% Debentures Due 2001"; and
WHEREAS, the Company has entered into a Second Supplemental Indenture
dated as of January 15, 1992 (the "Second Supplemental Indenture") with the
Trustee to establish the form and terms of a series of Securities designated
"7.45% Debentures Due 2004"; and
WHEREAS, Section 901 of the Indenture provides, among other things,
that the Company and the Trustee may enter into indentures supplemental to the
Indenture for, among other things, the purpose of establishing the form and
terms of the Securities of any series as permitted in Sections 201 and 301 of
the Indenture and adding to the covenants of the Company for the benefit of
the Holders of any series of Securities; and
WHEREAS, the Company by corporate action duly taken has authorized the
issuance of a third series of Securities designated as the 7.60% Debentures
Due 2006 (hereinafter sometimes called the "Debentures"), which series is
limited in aggregate principal amount to $175,000,000, such Debentures to
contain such provisions as have been determined by the Board of Directors of
the Company and as are set forth in this Third Supplemental Indenture to the
Indenture; and
WHEREAS, all conditions have been complied with, all actions have been
taken and all things have been done which are necessary to make the
Debentures, when executed by the Company and authenticated by or on behalf of
the Trustee and when delivered as herein and in the Indenture provided, the
valid obligations of the Company, and to make this Third Supplemental
Indenture a valid and binding supplemental indenture.
NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the
Debentures by the holders thereof, it is mutually covenanted and agreed, for
the equal and proportionate benefit of all holders of the Debentures, as
follows:
Section 1. Definitions. For all purposes of this Third Supplemental
Indenture, except as otherwise herein expressly provided or unless the context
otherwise requires:
(1) terms used herein in capitalized form and defined in the
Indenture shall have the meanings specified in the Indenture;
(2) the words "herein", "hereof" and "hereto" and other words of
similar import used in this Third Supplemental Indenture
refer to this Third Supplemental Indenture as a whole and not
to any particular Section or other subdivision of this Third
Supplemental Indenture;
(3) the provisions of this Third Supplemental Indenture shall be
read in conjunction with the provisions of the Indenture only
with respect to the Debentures and the provisions of the
Indenture and the First and Second Supplemental Indentures
shall not be modified by this Third Supplemental Indenture
with respect to any series of the Securities outstanding or
to be outstanding under the Indenture, other than the
Debentures.
(4) terms defined in this Third Supplemental Indenture shall
apply only to this Third Supplemental Indenture and the
Debentures hereunder, and such definitions shall not apply
to any supplemental indenture other than this Third
Supplemental Indenture or to any Securities outstanding or
to be outstanding under the Indenture, other than the
Debentures.
Except as otherwise expressly provided or unless the context otherwise
requires, "Third Supplemental Indenture" means this instrument as originally
executed or, if amended or supplemented pursuant to the applicable provisions
of the Indenture, as amended or supplemented.
Section 2. Forms of the Debentures. The Debentures shall be in
substantially the form set forth in Exhibit A to this Third Supplemental
Indenture, as such form may be completed pursuant to Section 3 hereof, the
terms of which Exhibit A are herein incorporated by reference and made a part
of this Third Supplemental Indenture.
Section 3. Terms of the Debentures. The terms of the Debentures shall
be as follows:
(1) the Securities to be issued under the Indenture and this Third
Supplemental Indenture shall be the Debentures and shall be designated as the
"7.60% Debentures Due 2006";
(2) the Debentures shall constitute a single series of the Securities
under the Indenture, which series is limited in aggregate principal amount to
$175,000,000;<PAGE>
(3) so long as any Debentures are registered in the name of CEDE &
Co., or any other nominee of The Depository Trust Company, and are intended
to be Book-Entry Securities, the provisions of Section 311 of the Indenture
shall apply to such Debentures. Thereafter the Debentures may be subjected to
the requirements of a successor book-entry securities system that may be
adopted by the Company in accordance with the provisions of the Indenture and
this Third Supplemental Indenture;
(4) interest on each of the Debentures shall be payable at the
rate per annum specified in the designation of the Debenture from the date of
the first issuance of any Debenture, or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semi-annually, on
June 1 and December 1 in each year, commencing on December 1, 1994. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will be paid to the Person in whose name such Debenture (or one
or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be the May 15 or November
15 (whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date, except that May 15, 1994 shall not be a Regular Record
Date. Any interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date by virtue of
having been such a Holder and shall be paid by the Company as provided in
Section 307 of the Indenture;
(5) unless otherwise provided with respect to a Book-Entry
Security or pursuant to any successor book-entry security system or similar
system, payments of interest will be made by check mailed to the Holder of
each Debenture at the address shown in the Security Register or, at the option
of the Holder, to such other place in the United States of America as the
Holder shall designate to the Trustee in writing. The principal amount of the
Debentures will be paid at Maturity by check against presentation of the
Debentures at the office or agency of Chemical Bank, as Trustee, in New York,
New York, or such other address in New York, New York, as the Trustee shall
designate by written notice to the Holders of the Debentures;
(6) the Debentures shall be issued in registered form only and
in denominations of $1,000 or any amount in excess thereof which is an
integral multiple of $1,000;
(7) principal and interest on the Debentures shall be payable in
the coin or currency of the United States of America, which, at the time of
payment, is legal tender for public and private debts; and
(8) the Debentures shall be subject to defeasance, at the
Company's option, as provided for in Sections 1302 of the Indenture. Upon the
Company's exercise of the option to effect such defeasance under Section 1302
and/or 1302 of the Indenture in accordance with and subject to the terms
thereof, the Company shall be released from its obligations with respect to
the Debentures as provided in the applicable Section and other relevant
provisions of the Indenture.
Section 4. No Redemption by the Company.
<PAGE>
The Debentures will not be redeemable prior to maturity and will
not be subject to any sinking fund.
Section 5. Amendment to Indenture for Purposes of Third Series
of Debentures.
For all purposes of the Debentures and for no other purposes,
subsection (4) of Section 501 shall read:
"(4) default in the performance, or breach, of any covenant or
warranty of the Company in this Indenture (other than a covenant
or warranty a default in whose performance or whose breach is
elsewhere in this Section specifically dealt with or which has
expressly been included in this Indenture solely for the benefit
of a series of Securities other than that series), and
continuance of such default or breach for a period of 90 days
after there has been given, by registered or certified mail, to
the Company by the Trustee or to the Company and the Trustee by
the Holders of a majority in principal amount of the Outstanding
Securities of that series a written notice specifying such
default or breach and requiring it to be remedied and stating
that such notice is a "Notice of Default" hereunder; or"
For all purposes of the Debentures and for no other purposes, the
first paragraph of Section 502 shall read:
"If an Event of Default with respect to Securities of any series
at the time Outstanding occurs and is continuing, then and in
every such case the Trustee or the Holders of a majority in
principal amount of the Outstanding Securities of that series may
declare the principal amount (or, if any of the Securities of
that series are Original Issue Discount Securities, such portion
of the principal amount of such Securities as may be specified
in the terms thereof) of all of the Securities of that series to
be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified amount)
shall become immediately due and payable."
For all purposes of the Debentures and for no other purposes,
subsection (2) of Section 507 shall read:
"(2) the Holders of a majority in principal amount of the
Outstanding Securities of that series shall have made written
request to the Trustee to institute proceedings in respect of
such Event of Default in its own name as Trustee hereunder,"<PAGE>
For all purposes of the Debentures and for no other purposes,
subsection (5) of Section 507 shall read:
"(5) no direction inconsistent with such written request has been
given to the Trustee during such 90-day period by the Holders of
66-2/3% in principal amount of the Outstanding Securities of that
series."
Section 6. Incorporation of Indenture. From and after the date
hereof, the Indenture, as supplemented by this Third Supplemental Indenture,
shall be read, taken and construed as one and the same instrument with respect
to the Debentures.
Section 7. Acceptance of Trust. The Trustee accepts the trusts
created by the Indenture, as heretofore supplemented by the First Supplemental
Indenture and Second Supplemental Indenture and as hereby supplemented by this
Third Supplemental Indenture, and agrees to perform the same upon the terms
and conditions in the Indenture, as so supplemented.
Section 8. Conflict with Trust Indenture Act. If any provision
hereof limits, qualifies or conflicts with a provision of the Trust Indenture
Act that is required under such Act to be a part of and govern this Third
Supplemental Indenture, such provision of the Act shall control. If any
provision of this Third Supplemental indenture modifies or excludes any
provision of the Trust Indenture Act that may be so modified or excluded, such
provision of the Act shall be deemed to apply to this Third Supplemental
Indenture only as so modified and if not so excluded, as the case may be.
Section 9. Governing Law. This Third Supplemental Indenture, and
the Debentures, shall be governed by and construed in accordance with the laws
of the State of New York.
Section 10. Recitals. The recitals contained in the Indenture,
this Third Supplemental Indenture and the Debentures, except the Trustee's
certificate of authentication, shall be taken as statements of the Company,
and the Trustee assumes no responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of the Indenture,
as supplemented by this Third Supplemental Indenture.
Section 11. Amendments. Notwithstanding any other provisions
hereof, all amendments to the Indenture made hereby shall have effect only
with respect to the Debentures, and not with respect to the Securities of any
other series created subsequent to the date hereof.
Section 12. Counter-parts. This Third Supplemental Indenture may
be executed in any number of counterparts, each of which when so executed
shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed, and their respective corporate
seals to be hereunto affixed and attested, all as of the date first above
written.
CITIZENS UTILITIES COMPANY
By:/s/ Robert J. DeSantis
Title: Vice President and
Treasurer
Attest:
/s/ Russell L. Mitten
Assistant Secretary
CHEMICAL BANK, as Trustee
By:/s/ Thomas Foley
Title: Vice President
Attest:
/s/ Patricia Kelly
Trust Officer
<PAGE>
County of Fairfield )
) ss.:
State of Connecticut )
On the 21st day of April, 1994, before me personally came Robert
DeSantis, to me known, who, being by me duly sworn, did depose and say that
he is Vice President and Treasurer of CITIZENS UTILITIES COMPANY, one of the
corporations described in and which executed the foregoing instrument; that
he knows the seal of said corporations; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that he signed his name thereto
by like authority.
/s/ David W. Vogel
Notary Public, State of Connecticut
Commission expires November 30, 1997
<PAGE>
County of New York )
) ss.:
State of New York )
On this 26th day of April in the year of 1994 before me
personally came Thomas Foley, to me personally known, who being by me duly
sworn did depose and say that he resides at 94 South Fourth Street, Bethpage,
New York 11714, that he is Vice President of CHEMICAL BANK, one of the
corporations described in and which executed the foregoing indenture; that he
knows the seal of said corporation; that the seal affixed to said instrument
opposite the execution thereof on behalf of said corporation is the corporate
seal of said corporation; that said instrument was signed and said corporate
seal was so affixed on behalf of said corporations by authority and order of
its board of directors; that he signed his name thereto by like authority;
and he acknowledged said instrument to be his free act and deed and the free
act and deed of said Chemical Bank.
IN WITNESS WHEREOF I have hereunder set my hand and affixed my
official seal, at New York in said State of New York, the day and year first
above written.
/s/ Paul T. Churley
Notary Public, State of New York
Commission expires October 12, 1995
<PAGE>
EXHIBIT A
Exhibit A represents Form of the Debentures
<PAGE>
Citizens Utilities Company
High Ridge Park
Stamford, CT 06905
April 26, 1994
Chemical Bank
450 West 33rd Street
New York, NY 10001
Attention: Mr. Thomas Foley
Gentlemen:
Pursuant to Section 303 of the Indenture dated as of August 15,
1991, made by Citizens Utilities Company (the "Company"), to Chemical Bank,
as Trustee, and the Third Supplemental Indenture thereto, you are hereby
requested to authenticate $175,000,000 principal amount of the Company's 7.60%
Debentures Due 2006 (the "Debentures"), and to deliver the same to The
Depository Trust Co., 55 Water Street, New York, New York. The Debentures are
to be substantially in the form set forth in Exhibit A to the Third
Supplemental Indenture, and are to be issued in one or more global
certificates registered in the name of CEDE & Co., as nominee of The
Depository Trust Company.
Very truly yours,
CITIZENS UTILITIES COMPANY
By:_____________________________
Robert J. DeSantis
Vice President and
Treasurer
By: ____________________________
Charles J. Weiss
Secretary
