File No. 33-
As filed with the Securities and Exchange Commission on March 29, 1994
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CITIZENS UTILITIES COMPANY
(Exact name of registrant as specified in charter)
DELAWARE 06-0619596
(State or other jurisdiction of (IRS employer identification number)
incorporation or organization)
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
P.O. Box 3801
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
Boulanger, Hicks, Stein & Churchill, P.C.
135 East 57th Street
New York, New York 10022
Tel. No. (212) 838-5600
COMMON STOCK
DIRECT STOCK PURCHASE PLAN
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Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
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If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum Amount
each class of Amount offering aggregate of reg-
securities to to be price per offering istration
be registered registered unit price fee
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Common Stock Series A
and Series B 5,000,000 $15.1875 $75,937,500* $26,185.34
================================================================================
* Estimated in accordance with Rule 457(c) under the Securities Act of 1933
solely for the purpose of calculating the registration fee and based on the
average of the high and low prices on the consolidated trading system as of
March 25, 1994.
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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.
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CITIZENS UTILITIES COMPANY
COMMON STOCK SERIES A
COMMON STOCK SERIES B
DIRECT STOCK PURCHASE PLAN
The Direct Stock Purchase Plan of Citizens Utilities Company ("Company" or
"Citizens") will provide an economical way for eligible shareholders to manage
and build their investment in the Company.
o It allows shareholders who have an account in the Plan to add to their
investment, as often as once a month, by making optional cash payments of at
least $100 a month and up to a maximum of $15,000 per quarter for each
shareholder account. The costs of acquiring shares under the Plan are expected
to be less than costs normally incurred in purchasing shares directly through a
broker.
o Participants in the Plan will have the same rights and entitlements as
they would if they purchased shares in any other manner.
o No stock certificates will be issued as shares are purchased under the
Plan or as stock dividends are declared and paid to Plan Participants. Quarterly
stock dividends for each account will be recorded in book-entry form on the
Company's stock books in the same manner as quarterly stock dividends are
maintained for other shareholdings of record. The Plan will provide for
safeguarding and accounting for shares in a Plan Participant's account.
Shareholders who wish to have certificates - to hold, pledge or sell - may
request them by sending a written request to the Agent.
Illinois Stock Transfer Company ("Agent") is the administrator of the Plan
and will act as Agent for Participants. In purchasing shares for Participants,
the Agent may arrange for their purchase on the open market or in privately
negotiated transactions, or may purchase from time to time up to 5,000,000
shares of common stock directly from the Company.
The Company's common stock Series A and Series B are currently, and
additional shares offered hereby will be, traded on the New York Stock Exchange.
Please read this Prospectus carefully and retain it for future reference.
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 date of this Prospectus is March 31, 1994
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AVAILABLE INFORMATION
Citizens Utilities Company is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "1934 Act") and in accordance therewith
has filed 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 SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, 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 BY REFERENCE OF CERTAIN DOCUMENTS
The following documents, filed by the Company with the SEC pursuant to the
1934 Act, are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended December 31,
1993, as amended on March 23 and March 25, 1994, by Forms 10-K/A and the
schedules to the Company's Annual Report on Form 10-K for the year ended
December 31, 1992, included in Form 8 filed on April 27, 1993.
2. The Company's Current Reports on Form 8-K filed on December 15 and December
20, 1993, and the Current Report on form 8-K/A amending the Form 8-K filed
on December 23, 1993, amending the Form 8-K filed on December 15, 1993,
and;
3. The Company's Prospectus included in its Registration Statement on Form
S-3, No. 33-51529.
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 incorpor-ated 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. Requests for such copies should be directed to Office of the
Secretary, Citizens Utilities Company, High Ridge Park, P.O. Box 3801, Stamford,
Connecticut 06905 (telephone (203) 329-8800).
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ABOUT THE COMPANY
Citizens Utilities Company 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. Beginning with 1946, Citizens has
increased its revenues, net income and earnings per share (adjusted for
intervening stock dividends and stock splits) every year without interruption.
The Company, with administrative offices at High Ridge Park, Stamford,
Connecticut 06905 (telephone (203) 329-8800), 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 1992 revenues. The Company is not aware of any other utility company as
fully diversified in both geographic areas served and variety of services
provided. Citizens' 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, to more than one million
as of December 31, 1993.
In May 1993, Citizens and GTE Corporation announced ten definitive
agreements whereby Citizens is to acquire approximately 500,000 GTE local
telephone exchange access lines in nine states for a total price of $1.1
billion. The acquisition of 189,000 GTE local access lines in four states was
consummated in December 1993. The remaining acquisitions are expected to take
place during 1994.
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THE PLAN
The following questions and answers describe the provisions of the Direct
Stock Purchase Plan of Citizens Utilities Company in detail.
ELIGIBILITY
1. Who is eligible?
o Any registered holder of common stock Series A or Series B may enroll
in the Plan. Joint participation by joint owners who are otherwise
eligible is permitted. Participation as a custodian for another
individual is also permitted if the custodian is otherwise eligible.
o Citizens' shareholders who have their shares registered in "street
name" may also participate if their broker, bank or other custodian has
procedures in place that will allow them to do so.
Please note that, after January 1, 1995, only those shareholders who
have 90 or more shares of stock of a single series will be allowed to
participate in the Plan. Accordingly, only those shareholders who
currently have, or intend to build their stake in Citizens to 90 shares
or more should enroll in the Plan.
ENROLLMENT AND OPTIONAL PURCHASE PROCEDURES
2. How does a shareholder enroll in the Plan?
o Shareholders must sign and return an Enrollment Form and return it to
the Agent. This will allow but will not obligate them to take advantage
of the optional cash purchase features of the Plan.
3. How does a Participant make purchases of common stock?
o Once enrolled in the Plan, Participants may add to their accounts in
any month they wish and in any amount between $100 and $15,000, up to a
maximum investment of $15,000 per account in any calendar quarter.
Separate accounts will be maintained for Series A shares and Series B
shares. A separate check is required for each account in which a
Participant is making a purchase. No interest will be paid on funds
held by the Agent.
o There is a modest processing charge of $6.00 for each such optional
cash investment plus, if shares are purchased in the open market, each
Participant's pro-rata share of brokerage commissions, which are
currently expected to be in the range of $.03 and $.06 per share for
each share purchased. If shares are acquired directly from the Company,
there will be no commission charge. Lower transaction costs of
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acquiring shares through the Plan are expected to be a major benefit of
the Plan. Typically, they will be lower than the costs that may be
expected in a purchase of a small number of shares made directly
through a broker.
ADMINISTRATION OF THE PLAN
4. Who administers the Plan?
o Illinois Stock Transfer Company (the "Agent") will act as purchasing
agent for the Participants and administrator for the Plan.
o Each Participant who has sent the Agent funds for the purchase of
shares will receive a prompt acknowledgement reflecting the receipt of
funds and also a statement showing the number of shares purchased and
average cost per share for the Participant's account for that month.
All Participants will receive a statement of their account shortly
after the close of each quarter.
o If the Participant's funds have been received after the seventh day of
the month, or if the seventh day is not a business day, the next
business day, the funds will be held over until the next month unless
the Participant instructs the Agent to return the funds. No interest
will be paid on any such funds held by the Agent.
o All Enrollment Forms, cash payments and other instructions and
communications concerning the Plan should be directed to the Agent at
the following address:
CITIZENS UTILITIES COMPANY
DIRECT STOCK PURCHASE PLAN
c/o Illinois Stock Transfer Company
Suite 1210
223 West Jackson Boulevard
Chicago, Illinois 60606-9965
Please be sure to mention the Citizens Utilities Company Direct Stock
Purchase Plan in all correspondence.
PURCHASES AND PRICES OF SHARES
5. When will shares be purchased under the Plan?
o Purchases made directly from the Company will take place on the 10th
business day of each month, or, if the New York Stock Exchange is
closed on that day, on the next succeeding business day (the
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"Investment Date"). Purchases made on the open market will be made
through a broker or brokers and will begin on or after the Investment
Date and will ordinarily be completed no later than 20 days thereafter.
o Neither the Company nor any Participant will exercise any direct or
indirect control or influence over the times when, or the prices at
which, the Agent may purchase common stock for the Plan, the amounts of
common stock to be purchased, the manner in which common stock is to be
purchased, or the selection of a broker or dealer through whom such
purchases for the Plan may be executed. However, the Company may cause
the suspension of any purchases in the open market when it appears to
the Company that such suspension may be required by federal securities
laws. In such case, the Company may offer to sell shares of common
stock directly to the Plan without advance notice. Ordinarily,
Participants will become the owners of shares purchased under the Plan
five days after the completion of purchases for each month, as shown on
the statement of account.
6. What are the sources of common stock acquired through the Plan?
o Shares may be purchased in the open market, from the Company or through
a combination thereof.
o The maximum number of shares of common stock which may be sold by the
Company for purposes of optional purchases under the Plan is currently
5,000,000, subject to adjustment for stock dividends and changes in the
common stock and increases by the Board of Directors without the
requirement of shareholder or Participant approval.
o Stock dividend shares received for the account of each Participant will
be automatically credited to Plan accounts, with fractional-share
entitlements carried to three decimal places.
7. How will the price of shares purchased under the Plan be determined?
o Shares will be purchased at Average Market Price.
o In the case of purchases of common stock from the Company, the Average
Market Price will be determined by averaging the high and low sales
prices of common stock of the same series as reported under the New
York Stock Exchange Composite Transactions on the relevant Investment
Date. If no trading in Company common stock of that series occurs on
the New York Stock Exchange on the relevant Investment Date, the
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Average Market Price per share will be determined by averaging the high
and low sales prices per share on the trading day immediately preceding
the Investment Date and the trading day immediately following the
Investment Date.
o In the case of open market purchases or a combination of open market
purchases and purchases from the Company, the Average Purchase Price
will be the weighted average price of all shares acquired by the Agent
and processed for that month's purchases.
o To the extent that it appears necessary or appropriate under the
federal securities laws, or in the anticipation of a record or payment
date of a dividend or other distribution to shareholders, the Agent may
suspend or terminate purchases of shares of common stock at any time
prior to the utilization of all funds designated for purchase of shares
during any month. In such case, the shares purchased shall be allocated
pro-rata to each investing account in proportion to the amount of funds
supplied for such account for purchases during that month. Any funds
that remain unutilized for purchase for a period of more than 45 days
from the date of receipt by the Agent shall be returned to Participant.
No interest shall be paid on any returned funds.
TRANSFER OF SHARES
8. Can a Participant revoke an Optional Cash Purchase?
o Participants may revoke their instructions to invest cash payments and
direct the return of uninvested funds to them, provided that such
revocations are in writing and reach the Agent at least 48 hours before
the regularly scheduled investment date which is ordinarily the tenth
business day of the month.
9. How can Participants obtain certificates for shares credited to their
accounts?
o Participants may at any time request the Agent to deliver a stock
certificate for some or all of the full shares in their accounts. All
such requests must be in writing.
10. May a Participant assign or transfer all or a part of his or her shares
held under the Plan to another person?
o Yes, a Participant may instruct the Agent to change the ownership of
his or her shares to reflect a gift, private sale or other transfer.
Participants shall authorize the transfer by mailing a properly
completed and executed Gift/Transfer Form together with an executed
stock assignment, with signature guaranteed, to the Agent. Transfers of
a Participant's shares must be made in the amount of at least one
share. Gifts and other transfers of Plan shares will be subject to the
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same legal requirements as the transfer of stock certificates.
Gift/Transfer Forms and stock assignment forms will be made available
upon request to the Agent.
11. If Plan shares are transferred to another person, will the Company issue a
stock certificate to the transferee?
o No, unless specifically requested in writing by the Participant.
Without special instructions, shares transferred will be credited under
the Plan and an account will be opened in the name of the transferee,
if he or she is not already a Participant.
12. How will a transferee be advised of his stock ownership?
o The transferee will receive a statement showing the number of shares
transferred to and held in the transferee's Plan account. These shares
will be owned by the transferee and will be subject to his or her
instructions.
13. Can fractional shares be issued or transferred?
o No fractional shares or fractional-share certificates will be issued.
Fractional-share interests may only be transferred in connection with a
gift or other private transfer as outlined in Answer 10. As is the case
for a shareholder of record, if all the full shares of either series of
common stock held by a Participant are disposed of -- whether by way of
sale, gift or other transfer -- the Agent will sell any remaining
fractional interest and remit the net proceeds to the Participant in
accordance with the Company's standard practice.
OTHER
14. What happens when the Company issues a stock dividend or declares a stock
split?
o Any stock dividend or split shares of common stock distributed by the
Company on shares of common stock of a Participant will be
automatically added to the Participant's account.
15. How will Participants' shares be voted at shareholder meetings?
o Each Plan Participant will receive annual and periodic reports, proxy
statements and cards from the Company or the Agent. Plan Shares will be
voted as the holder directs in such proxy or, if the shareholder
returns the proxy without instructions, in accordance with the
provisions of the proxy.
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16. May the Plan be modified or discontinued?
o The Company reserves the right to suspend, modify or terminate the Plan
at any time. The Company may also increase the number of shares which
may be purchased directly from the Company, without any requirement of
shareholder or Participant approval. Participants in the Plan will be
notified of any suspension, termination or significant modification of
the Plan. The Agent may terminate any account by written notice to the
Participant and to the Company.
17. Who interprets and regulates the Plan?
o The Company reserves the right to interpret and regulate the Plan, as
deemed desirable or necessary, in connection with its operation.
18. What are the responsibilities of the Company and the Agent under the Plan?
o Neither the Company nor the Agent or any broker will be liable for any
good faith act or for any good faith omission to act, including without
limitation, for any claim or liability arising out of failure to
terminate a Participant's account upon such Participant's death, for
the prices at which shares are purchased for a Participant's account,
for the times when purchases are made, or for fluctuations in the
market value of common stock.
19. Does participation in the Plan involve any risk?
o The risk to Participants is the same as with any other investment in
common stock of the Company. A Plan Participant may lose the advantage
available to a direct investor from being able to instruct the specific
timing and manner of purchases or sales. Participants must recognize
that neither the Company nor the Agent can in any way assure a profit
or protect against a loss to a Participant on shares purchased under
the Plan.
The foregoing statements, which are qualified in their entirety by
reference to the Plan, are summaries of provisions of the Plan.
The Company takes no position on whether an Eligible Shareholder should
participate in the Plan or make optional purchases.
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SOME IMPORTANT NOTES AS TO TIMING
Shareholders may enroll in the Plan at any time.
Please note carefully that cash payments for purchases must be received in
hand by the Agent on the seventh day of the month in order for the investment to
be processed during that month. Participants are strongly urged to transmit
funds so that they will be received by the Agent on or before the seventh day of
each month. Payments received after the seventh day will be held and invested
during the succeeding month unless the Participant specifically requests that
the funds be returned. No interest will be paid on funds held by the Agent.
Shareholders may revoke their instructions to invest cash payments,
provided that such instructions be in writing and reach the Agent at least 48
hours before the regularly scheduled investment date (ordinarily the tenth
business day of the month).
USE OF PROCEEDS
The Company does not know the number of shares that will ultimately be
purchased from the Company under the Plan nor the prices at which such shares
will be sold by the Company to Participants. The proceeds of such sale are
intended to be used to fund acquisitions made through November 1995 and for
other general corporate purposes.
DESCRIPTION OF COMMON STOCK
General
Citizens' common equity capital consists of two series: common stock
Series A and common stock Series B ("Series A" and "Series B"). The Company has
authorized 200,000,000 shares of Series A and 300,000,000 shares of Series B.
The Company as of December 31, 1993, had outstanding 129,785,000 shares of
Series A and # 52,477,000 shares of Series B. The holders of Series A and 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 Series A and the holders of Series B vote together as a single class
on all matters to be voted on by stockholders, unless otherwise expressly
required by applicable law. Series A is convertible, on a share-for-share basis,
into Series B. Series B is not convertible into Series A. The Board of Directors
of Citizens may, in its sole discretion and at any time, require all of the
holders of Series A to exchange all of their shares of Series A for shares of
Series B on a share-for-share basis. The holders of Series A and Series B
participate ratably in liquidation.
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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
therefore. 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 Series A and only
cash dividends were paid on Series B. Commencing in 1990, Citizens declared and
paid quarterly stock dividends on shares of both Series A and Series B. If paid
and received pro-rata and otherwise in the same manner as they have been since
1990, these quarterly stock dividends will continue to be free of current
federal income taxation upon receipt.
To the extent that stock dividends are declared on Series B, the same
stock dividend must be declared on Series A. To the extent that cash dividends
are paid out of funds that are legally available on Series B, stock dividends
with an equivalent fair value must be paid during the same calendar year on
Series A, unless cash dividends are declared on Series A at the same time and in
an equal amount as on Series B.
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, the Board of Directors is empowered to determine, by resolution,
the powers, preferences and rights of any 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 dividends sold quarterly through that Plan 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 Illinois Stock
Transfer Company.
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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 Series A and 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 are 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% 1993 fourth-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
1993:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Series A $173/4 131/2 185/8 161/8 181/4 133/8 193/8 161/4
Series B $173/4 135/8 185/8 157/8 181/4 133/8 195/8 161/4
1992:
Series A $121/2 105/8 121/4 111/8 133/4 107/8 143/4 121/8
Series B $121/4 101/2 121/4 103/4 133/4 103/4 143/4 121/8
1991:
Series A $81/2 65/8 81/4 71/2 93/4 71/2 113/8 91/8
Series B $81/2 61/2 81/4 73/8 95/8 71/4 113/8 87/8
</TABLE>
The reported last sale prices on the New York Stock Exchange on March 24,
1994 were $15 1/4per share for Series A and $15 1/4per share for Series B.
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LEGAL OPINION
The validity of the Securities will be passed upon by Boulanger, Hicks,
Stein & Churchill, P.C., 135 East 57th Street, New York, New York. Legal matters
relating to required authorization, if any, of the common stock by the public
utilities commissions in the various states will be passed upon by local counsel
for the Company in such states, upon whom Boulanger, Hicks, Stein & Churchill
may rely, as to certain matters governed by the laws of such states.
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 as
amended, 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 Operation of
GTE South Incorporated, and of the Arizona and Idaho Operations of Contel of the
West, Inc., incorporated by reference in the 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.
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No dealer, salesman 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.
INDEX
Available Information...........................2
Incorporation by Reference of
Certain Documents.............................2
About the Company...............................3
The Plan........................................4
Some Important Notes as to Timing..............10
Use of Proceeds................................10
Description of Common Stock....................10
Common Stock Price Range.......................12
Legal Opinion..................................13
Experts........................................13
- --------------------------------------------------------------------------------
CITIZENS UTILITIES
COMPANY
-------------------
PROSPECTUS
-------------------
DIRECT STOCK
PURCHASE PLAN
-------------------
COMMON STOCK SERIES A
COMMON STOCK SERIES B
- --------------------------------------------------------------------------------
14
<PAGE>
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Description Amount
----------- ------
Securities and Exchange Commission filing fee .................. $27,909
Printing(1) .................................................... 20,000
Legal Services(1) .............................................. 5,000
Accounting services(1) ......................................... 3,000
New York Stock Exchange listing fee ............................ 17,500
Miscellaneous(1) ............................................... 8,591
-------
Total(1) .................................................. $82,000
=======
- ---------------------
(1) Estimated.
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.
Item 16. Exhibits.
An Exhibit Index, containing a list of all exhibits to this registration
statement, commences on page II-6.
II-1
<PAGE>
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 ("Act");
(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.
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
II-2
<PAGE>
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.
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 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 29 day of
March, 1994.
CITIZENS UTILITIES COMPANY
By -----------------------
Robert J. DeSantis
Vice President and Treasurer
II-4
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
LEONARD TOW Chairman of the Board, March 29, 1994
- -------------------------- Chief Executive
(Leonard Tow) Officer, Chief
Financial Officer
and Director
ROBERT J. DESANTIS Vice President and March 29, 1994
- -------------------------- Treasurer
(Robert J. DeSantis)
NORMAN I. BOTWINIK* Director March 29, 1994
- --------------------------
(Norman I. Botwinik)
STANLEY HARFENIST* Director March 29, 1994
- --------------------------
(Stanley Harfenist)
ANDREW N. HEINE* Director March 29, 1994
- --------------------------
(Andrew N. Heine)
AARON I. FLEISCHMAN* Director March 29, 1994
- --------------------------
(Aaron I. Fleischman)
ELWOOD A. RICKLESS* Director March 29, 1994
- --------------------------
(Elwood A. Rickless)
JOHN L. SCHROEDER* Director March 29, 1994
- --------------------------
(John L. Schroeder)
ROBERT D. SIFF* Director March 29, 1994
- --------------------------
(Robert D. Siff)
ROBERT A. STANGER* Director March 29, 1994
- --------------------------
(Robert A. Stanger)
EDWIN TORNBERG* Director March 29, 1994
- --------------------------
(Edwin Tornberg)
CLAIRE L. TOW* Director March 29, 1994
- --------------------------
(Claire Tow)
*By Robert J. DeSantis
- --------------------------
Attorney-in-fact
II-5
<PAGE>
Exhibit Index
Exhibit
No. Description
- -------- ---------------
3.1 Restated Certificate of Incorporation of Citizens Utilities Company,
with all amendments to March 15, 1994.
3.2 Bylaws of the Company, as amended to-date, of Citizens Utilities
Company.
4.0 Direct Stock Purchase Plan of Citizens Utilities Company.
5 Opinion of Boulanger, Hicks, Stein & Churchill, P.C.
23.1 Consent of KPMG Peat Marwick.
23.2 Consent of Arthur Anderson & Co.
23.3 Consent of Boulanger, Hicks, Stein & Churchill (contained in Exhibit
No. 5)
25 Powers of Attorney
*Exhibits Nos. 3.1 and 3.2 are incorporated by reference to such documents,
bearing the designation Exhibits Nos. 4.100.1 and 4.100.2, filed with the
Company's Registration Statement on Form S-3 No. 33-51529 filed December 16,
1993.
II-6
BOULANGER, HICKS, STEIN & CHURCHILL
Professional Corporation
Attorneys-at-Law
135 East 57th Street
New York, New York 10022
Telephone (212) 838-5600
Telecopier (212) 753-6971
March 28, 1994
Citizens Utilities Company
High Ridge Park
Stamford, Connecticut 06905
Gentlemen:
As special counsel to Citizens Utilities Company, a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, (the "Act"), of up to 5,000,000 shares of Common Stock Series A and Series
B (the "Securities") to be issued and sold by the Company from time to time in
accordance with Rule 415 under the Act, we have examined the registration
statement on Form S-3 (the "Registration Statement") in regard thereto, filed
under the Act, including the prospectus which is a part thereof, and such other
documents as we have considered necessary for the purposes of this opinion.
Based upon such examination, we hereby advise you that:
(1) We are of the opinion that the Company is a corporation validly
organized and duly existing under the laws of the State of
Delaware. We are further of the opinion that, in the event that
an offering of Securities shall be made by the Company from time
to time (the "Offered Securities") in accordance with the
Registration Statement, as amended and supplemented from time to
time and when the steps enumerated in Paragraph (2) hereof shall
have been taken, the Offered Securities will be validly issued
and binding obligations of the Company.
(2) The steps which are referred to in the foregoing Paragraph (1)
hereof are: (a) It shall be determined that the Arizona
Corporation Commission shall be without jurisdiction, or shall
have declined to exer-
<PAGE>
Mr. H. Roger Schwall
March 29, 1994
Page 2
cise jurisdiction, over the issuance of the Offered Securities or
the Arizona Corporation Commission shall have issued an
appropriate order approving and authorizing the issuance of the
Offered Securities and such order shall be in full force and
effect;
(b) The exemption of the Offered Securities from the jurisdiction
of the Colorado Public Utilities Commission shall be available to
the Company at the time of the issuance and sale of any Offered
Securities under the Registration Statement, or, in the absence
of the availability of such exemption, an appropriate order of
the Colorado Public Utilities Commission with respect to the
issuance and sale of Offered Securities shall have been issued
and shall be in full force and effect at the time of such
issuance and sale of the Offered Securities;
(b) It shall be determined that the Hawaii Public Utilities
Commission shall be without jurisdiction, or shall have declined
to exercise jurisdiction, over the issuance of the Offered
Securities or the Hawaii Corporation Commission shall have issued
an appropriate order approving and authorizing the issuance of
the Offered Securities and such order shall be in full force and
effect;
(c) The exemption of the Offered Securities from the jurisdiction
of the Louisiana Public Service Commission and any other
governmental regulatory authority in the State of Louisiana shall
be available to the Company at the time of the issuance and sale
of any Offered Securities under the Registration Statement, or,
in the absence of the availability of such exemption, an
appropriate order of the Louisiana Public Service Commission and
any other governmental regulatory authority in the State of
Louisiana with respect to the issuance and sale of Offered
Securities shall have been issued and shall be in full force and
effect;
<PAGE>
Mr. H. Roger Schwall
March 29, 1994
Page 3
(d) The Tennessee Public Service Commission shall have issued an
appropriate order approving and authorizing the issuance of the
Offered Securities and such order shall be in full force and
effect or it shall be determined that the Tennessee Public
Service Commission shall be without jurisdiction, or shall have
declined to exercise jurisdiction, over the issuance of the
Offered Securities;
(e) An appropriate order of the Vermont Public Service Board with
respect to the issuance and sale of the Offered Securities by the
Company shall have been issued (which order has been issued as of
the date hereof) and shall be in full force and effect at the
time of such issuance and sale of the Offered Securities, or it
shall be determined that the Vermont Public Service Board shall
be without jurisdiction;
(f) It shall be determined that the West Virginia Public Service
Commission shall be without jurisdiction, or shall have declined
to exercise jurisdiction, over the issuance of the Offered
Securities or the West Virginia Public Service Commission shall
have issued an appropriate order approving and authorizing the
issuance of the Offered Securities and such order shall be in
full force and effect;
(g) An appropriate order of the Federal Energy Regulatory
Commission with respect to the issuance and sale of the Offered
Securities shall be in full force and effect;
(h) The applicable provisions of the Act shall have been complied
with;
(i) The Offered Securities shall have been duly authorized,
executed, authenticated and delivered.
(k) The Offered Securities shall have been duly issued and paid
for.
In rendering the foregoing opinion we express no opinion as to laws other
than the laws of the State of New York, the corporation laws of the State of
Delaware and the Federal laws of the United States, and to a limited extent the
laws of the States mentioned below. To the extent that the foregoing relates to
the laws of the States of Arizona, Colorado, Hawaii, Louisiana, Tennessee,
Vermont and West Virginia, we are relying upon previous advice of Brown & Bain,
P.A., Phoenix, Arizona; Kelly, Stansfield & O'Donnell, Denver, Colorado;
Carlsmith, Wichman, Case, Mukai & Ichiki, Honolulu, Hawaii; Marshall Ordemann,
Esq., Corporate Counsel-Gas to the Louisiana Gas Division of the Company; Stokes
& Bartholomew, Nashville, Tennessee; Miller, Eggleston, & Rosenberg, Ltd.,
Burlington, Vermont; and Jackson & Kelly, Charleston, West Virginia. We are not
experts on the laws of such States; however, we have consulted with the
attorneys mentioned above to the extent we deem necessary in the circumstances.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference made to our firm under "Legal
Opinions" in the prospectus constituting part of the Registration Statement.
Very truly yours,
BOULANGER, HICKS, STEIN & CHURCHILL P.C.
By Jonathan H. Churchill
------------------------------
Jonathan H. Churchill
JHC:jak
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.
KPMG PEAT MARWICK
New York, New York
March 28, 1994
Exhibit 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 date December
15, 1993, and to the reference to our firm under the heading "Experts" in this
Registration Statement.
/s/ ARTHUR ANDERSON & CO.
-------------------------
ARTHUR ANDERSON & CO.
Dallas, Texas,
March 28, 1994
Exhibit 25
POWER OF ATTORNEY
Form S-3
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Charles J. Weiss, L. Russell Mitten and Robert J. DeSantis,
signing singly, his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned Form S-3 in
accordance with Section 16(a) of the Securities Exchange Act of
1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete the
execution of any such Form S-3 and the timely filing of such form
with the United States Securities and Exchange Commission and any
other authority; and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may
be of benefit to, in the best interest of, or legally required by
the undersigned, it being understood that the documents executed
by such attorney-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall contain
such terms and conditions as such attorney-in-fact may approve in
his discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as such attorney-in-fact
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
his substitute or substitutes, shall lawfully do or cause to be done by virtue
of this Power of Attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 16th day of November, 1993.
Edwin Tornberg
------------------------
Signature
Edwin Tornberg
------------------------
Print Name
<PAGE>
POWER OF ATTORNEY
Form S-3
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Charles J. Weiss, L. Russell Mitten and Robert J. DeSantis,
signing singly, his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned Form S-3 in
accordance with Section 16(a) of the Securities Exchange Act of
1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete the
execution of any such Form S-3 and the timely filing of such form
with the United States Securities and Exchange Commission and any
other authority; and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may
be of benefit to, in the best interest of, or legally required by
the undersigned, it being understood that the documents executed
by such attorney-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall contain
such terms and conditions as such attorney-in-fact may approve in
his discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as such attorney-in-fact
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
his substitute or substitutes, shall lawfully do or cause to be done by virtue
of this Power of Attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 16th day of November, 1993.
Norman I. Botwinik
------------------------
Signature
Norman I. Botwinik
------------------------
Print Name
<PAGE>
POWER OF ATTORNEY
Form S-3
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Charles J. Weiss, L. Russell Mitten and Robert J. DeSantis,
signing singly, his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned Form S-3 in
accordance with Section 16(a) of the Securities Exchange Act of
1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete the
execution of any such Form S-3 and the timely filing of such form
with the United States Securities and Exchange Commission and any
other authority; and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may
be of benefit to, in the best interest of, or legally required by
the undersigned, it being understood that the documents executed
by such attorney-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall contain
such terms and conditions as such attorney-in-fact may approve in
his discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as such attorney-in-fact
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
his substitute or substitutes, shall lawfully do or cause to be done by virtue
of this Power of Attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 16th day of November, 1993.
Claire L. Tow
------------------------
Signature
Claire L. Tow
------------------------
Print Name
<PAGE>
POWER OF ATTORNEY
Form S-3
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Charles J. Weiss, L. Russell Mitten and Robert J. DeSantis,
signing singly, his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned Form S-3 in
accordance with Section 16(a) of the Securities Exchange Act of
1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete the
execution of any such Form S-3 and the timely filing of such form
with the United States Securities and Exchange Commission and any
other authority; and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may
be of benefit to, in the best interest of, or legally required by
the undersigned, it being understood that the documents executed
by such attorney-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall contain
such terms and conditions as such attorney-in-fact may approve in
his discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as such attorney-in-fact
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
his substitute or substitutes, shall lawfully do or cause to be done by virtue
of this Power of Attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 16th day of November, 1993.
Stanley Harfenist
------------------------
Signature
Stanley Harfenist
------------------------
Print Name
<PAGE>
POWER OF ATTORNEY
Form S-3
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Charles J. Weiss, L. Russell Mitten and Robert J. DeSantis,
signing singly, his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned Form S-3 in
accordance with Section 16(a) of the Securities Exchange Act of
1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete the
execution of any such Form S-3 and the timely filing of such form
with the United States Securities and Exchange Commission and any
other authority; and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may
be of benefit to, in the best interest of, or legally required by
the undersigned, it being understood that the documents executed
by such attorney-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall contain
such terms and conditions as such attorney-in-fact may approve in
his discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as such attorney-in-fact
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
his substitute or substitutes, shall lawfully do or cause to be done by virtue
of this Power of Attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 16th day of November, 1993.
Andrew N. Heine
------------------------
Signature
Andrew N. Heine
------------------------
Print Name
<PAGE>
POWER OF ATTORNEY
Form S-3
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Charles J. Weiss, L. Russell Mitten and Robert J. DeSantis,
signing singly, his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned Form S-3 in
accordance with Section 16(a) of the Securities Exchange Act of
1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete the
execution of any such Form S-3 and the timely filing of such form
with the United States Securities and Exchange Commission and any
other authority; and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may
be of benefit to, in the best interest of, or legally required by
the undersigned, it being understood that the documents executed
by such attorney-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall contain
such terms and conditions as such attorney-in-fact may approve in
his discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as such attorney-in-fact
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
his substitute or substitutes, shall lawfully do or cause to be done by virtue
of this Power of Attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 16th day of November, 1993.
Aaron I. Fleischman
------------------------
Signature
Aaron I. Fleicshman
------------------------
Print Name
<PAGE>
POWER OF ATTORNEY
Form S-3
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Charles J. Weiss, L. Russell Mitten and Robert J. DeSantis,
signing singly, his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned Form S-3 in
accordance with Section 16(a) of the Securities Exchange Act of
1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete the
execution of any such Form S-3 and the timely filing of such form
with the United States Securities and Exchange Commission and any
other authority; and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may
be of benefit to, in the best interest of, or legally required by
the undersigned, it being understood that the documents executed
by such attorney-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall contain
such terms and conditions as such attorney-in-fact may approve in
his discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as such attorney-in-fact
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
his substitute or substitutes, shall lawfully do or cause to be done by virtue
of this Power of Attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 16th day of November, 1993.
Elwood A. Rickless
------------------------
Signature
Elwood A. Rickless
------------------------
Print Name
<PAGE>
POWER OF ATTORNEY
Form S-3
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Charles J. Weiss, L. Russell Mitten and Robert J. DeSantis,
signing singly, his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned Form S-3 in
accordance with Section 16(a) of the Securities Exchange Act of
1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete the
execution of any such Form S-3 and the timely filing of such form
with the United States Securities and Exchange Commission and any
other authority; and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may
be of benefit to, in the best interest of, or legally required by
the undersigned, it being understood that the documents executed
by such attorney-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall contain
such terms and conditions as such attorney-in-fact may approve in
his discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as such attorney-in-fact
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
his substitute or substitutes, shall lawfully do or cause to be done by virtue
of this Power of Attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 16th day of November, 1993.
John L. Schroeder
------------------------
Signature
John L. Schroeder
------------------------
Print Name
<PAGE>
POWER OF ATTORNEY
Form S-3
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Charles J. Weiss, L. Russell Mitten and Robert J. DeSantis,
signing singly, his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned Form S-3 in
accordance with Section 16(a) of the Securities Exchange Act of
1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete the
execution of any such Form S-3 and the timely filing of such form
with the United States Securities and Exchange Commission and any
other authority; and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may
be of benefit to, in the best interest of, or legally required by
the undersigned, it being understood that the documents executed
by such attorney-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall contain
such terms and conditions as such attorney-in-fact may approve in
his discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as such attorney-in-fact
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
his substitute or substitutes, shall lawfully do or cause to be done by virtue
of this Power of Attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 16th day of November, 1993.
Robert D. Siff
------------------------
Signature
Robert D. Siff
------------------------
Print Name
<PAGE>
POWER OF ATTORNEY
Form S-3
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Charles J. Weiss, L. Russell Mitten and Robert J. DeSantis,
signing singly, his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned Form S-3 in
accordance with Section 16(a) of the Securities Exchange Act of
1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete the
execution of any such Form S-3 and the timely filing of such form
with the United States Securities and Exchange Commission and any
other authority; and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may
be of benefit to, in the best interest of, or legally required by
the undersigned, it being understood that the documents executed
by such attorney-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall contain
such terms and conditions as such attorney-in-fact may approve in
his discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as such attorney-in-fact
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
his substitute or substitutes, shall lawfully do or cause to be done by virtue
of this Power of Attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 16th day of November, 1993.
Robert A. Stanger
------------------------
Signature
Robert A. Stanger
------------------------
Print Name
