File No. 33-
As filed with the Securities and Exchange Commission on August 16, 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 (I.R.S. employer identification number)
of 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 H. Churchill, Esq.
Boulanger, Hicks, Stein & Churchill
135 East 57th Street
New York, New York 10022
Tel. No. 212-838-5600
____________________________________________
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
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, check the following box.
____________________________________________
CALCULATION OF REGISTRATION FEE
Title of each Amount to be Proposed maximum Proposed maximum Amount of
class of registered offering per unit aggregate Registration
securities to offering price
be registered
Common Stock* 1,600,000shs. $14.375 $23,000,000** $7,931
* Includes shares of Common Stock Series B issuable upon
conversion of Common Stock Series A.
** Estimated solely for the purpose of calculating the
registration fee. Based on the average of the reported high
and low sales prices of shares of Common Stock on August 11,
1994
_____________________
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 AUGUST 16, 1994
PROSPECTUS
1,600,000
Shares
CITIZENS UTILITIES COMPANY
Common Stock
------------
Citizens Utilities Company (the "Company" or "Citizens") has, from
time to time, offered, and may offer, its Common Stock, Series A and/or Series B
(par value $.25 per share) (the "Common Stock"), in connection with the
acquisition, directly or indirectly, by the Company of various businesses,
properties or interests therein. The terms of acquisitions involving Common
Stock covered by this Prospectus have been determined by negotiations with
the representatives of the businesses acquired.
This Prospectus may be used by persons ("Selling Stockholders") who
have received the Company Common Stock covered by this Prospectus in
connection with acquisitions and who may wish to sell such stock under
circumstances requiring or making desirable its use. The aggregate number
of shares of Common Stock thus offered will not exceed 1,600,000 shares.
See "Selling Stockholders." Sales by means of this Prospectus may be made
from time to time in one or more transactions (which may involve crosses or
block transactions) on the New York Stock Exchange or otherwise, in special
offerings, exchange distributions or secondary distributions pursuant to and
in accordance with the rules of the New York Stock Exchange, in the over-the-
counter market, in negotiated transactions, or a combination of such methods
of sale, at market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at negotiated prices. Selling
Stockholders may effect such transactions by selling shares of Common Stock
to or through broker-dealers, and such broker-dealers may receive
compensation in the form of underwriting discounts, concessions or
commissions from Selling Stockholders and/or purchasers of shares of Common
Stock for whom they may act as agent (which compensation may be in excess of
customary commissions). Selling Stockholders and broker-dealers that
participate with Selling Stockholders in the distributions of shares of
Common Stock may be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act of 1933 (the "Act"), and any commissions received
by them and any profit on the resale of shares of Common Stock may be deemed to
be underwriting compensation.
Stockholders may also offer shares of Common Stock issued in past and
future acquisitions by means of prospectuses under other available
registration statements or pursuant to exemptions from the registration
requirements of the Act, and shareholders should seek the advice of their own
counsel with respect to the legal requirements for such sales.
The outstanding shares of Common Stock are, and the shares of Common
Stock to be offered pursuant to this Prospectus will upon notice of issuance
be, listed on the New York Stock Exchange.
All expenses of this offering will be paid by the Company.<PAGE>
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.
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The date of this Prospectus is August , 1994
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<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 ("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 SEC at 450 Fifth Street, N.W., Washington, D.C., and at its
regional offices at Everett McKinley Dirksen Building, 219 South Dearborn
Street, Chicago, Illinois; and 75 Park Place, New York, New York. 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.
The Common Stock and certain other 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 1934 Act are incorporated into this Prospectus by reference:
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, 1993, included in Form 10-K/A filed on April 28, 1994.
The Company's quarterly reports on Form 10-Q for the quarters ended
March 31, and June 30, 1994.
The Company's Current Reports on Form 8-K as amended on December 23,
1993 by Forms 8-K/A, the Current Reports on Form 8-K filed on December
23, and December 31, 1993 and July 5, July 15 and August 10, 1994.
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 Common Stock 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).
<PAGE>
INFORMATION CONCERNING CITIZENS UTILITIES COMPANY
THE COMPANY
Citizens Utilities Company is a diversified operating public utility
providing telecommunications, natural gas, electric, water or wastewater
services to customers in seventeen states. Citizens also holds a significant
investment in Centennial Cellular Corp., a cellular telephone company and
operates Electric Lightwave, Inc., a competitive access provider in the
Northwest. Beginning with 1946, the Company 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
its 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 nor is the Company dependent upon any one type of
utility service for its revenues. Because of this diversity, no single
regulatory body regulates a utility service of the Company that accounted 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 1,348,000 as of June 30, 1994.
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. On June 30, 1994, 270,000 local telephone access
lines in New York State were transferred to the Company. The remaining GTE
Telephone Properties are expected to be transferred later in 1994. <PAGE>
THE BUSINESS
Operating divisions of Citizens provide electric and gas public
utility services, purchasing part 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.
SELLING STOCKHOLDERS
This Prospectus covers up to 650,000 shares of Common Stock Series B
(the "Shares") proposed to be issued by the Company to Harold Ritke and
Esther M. Ritke, who are the sole and equal shareholders of RHC, Inc., an
Illinois corporation ("RHC"), which owns, directly and indirectly through
subsidiaries, three water and wastewater utility companies operating in six
counties in suburban Chicago. The actual number of Shares to be issued to
Mr. and Mrs. Ritke and to be offered pursuant to this Prospectus will be set
forth in a supplement to be filed with respect to Exhibit A annexed to this
Prospectus. Mr. and Mrs. Ritke are also, respectively, the President and the
Secretary-Treasurer of RHC. The Shares are to be issued to Mr. and Mrs.
Ritke in conjunction with the merger of RHC and its operating utility
subsidiaries into the Company's wholly owned subsidiary, Citizens Utilities
Company of Illinois, Inc.
This Prospectus also relates to an aggregate of 568,723 Shares that
may be sold for the account of former shareholders of Natural Gas Company of
Louisiana ("NGL"), whose names and holdings of Shares are described on
Exhibit A annexed to this Prospectus. Such Shares were issued in December,
1993 to the former shareholders of NGL in connection with the acquisition by
merger of NGL by the Company. NGL was a local gas distribution company
serving 15,500 customers in Louisiana.
This Prospectus also relates to an aggregate of 53,777 Shares that
may be sold for the account of former shareholders of Franklin Electric Light
Co. ("FEL"), whose names and holdings of Shares are also described on Exhibit A
annexed to this Prospectus. Such Shares were issued in 1993 to the former
shareholders of FEL in connection with the acquisition by merger of FEL by
the Company. FEL was a electric distribution company serving 800 customers,
whose operations were contiguous to those of the Company's Vermont
Electric Division.
<PAGE>
FINANCIAL INFORMATION
The financial information relating to the Company is incorporated
by reference in the Incorporation of Certain Documents By Reference section
of this Prospectus.
<PAGE>
USE OF PROCEEDS
This Prospectus relates to shares of Common Stock Series A and Common Stock
Series B of the Company which have been or may be offered and issued by the
Company from time to time in the acquisition of other businesses or assets,
or interest therein. Other than the businesses or assets acquired, there
will be no proceeds to the Company from these offerings, nor will the Company
receive any proceeds from any resales of shares by Selling Stockholders.
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. As of June 30, 1994 the Company had outstanding 131,643,192 shares
of Common Stock Series A and 54,954,440 shares of Common Stock Series B. As
of June 30, 1994 there were approximately 23,279 record holders of Common
Stock Series A and 15,691 record holders 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 and 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 has declared and paid identical 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.<PAGE>
To the extent that stock dividends are declared on the Common Stock Series
B, the same stock dividend must be declared on the Common Stock Series A. To
the extent that cash dividends are paid out of funds that are legally
available on the Common Stock Series B, stock dividends with an equivalent
fair value must be paid during the same calendar year on the 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 the Common Stock Series B.
The holders of Common Stock have no preemptive rights.
STOCK DIVIDEND SALE PLAN
The Company has a Stock Dividend Sale Plan (the "Sale Plan") offered by a
separate prospectus that permits holders of shares of Common Stock Series B
to have their stock dividends sold quarterly by the Sale Plan Broker with the
cash proceeds of the sale distributed to them. The Company absorbs all
expenses of the Sale Plan, except for specified brokerage charges incurred
in connection with selling the Series B dividend shares. The Company
reserves the right to discontinue the Sale Plan at any time.
DIRECT STOCK PURCHASE PLAN
The Company has a Direct Stock Purchase Plan (the "Purchase Plan") offered
by a separate prospectus which permits shareholders who have an account in
the Purchase Plan to add to their investment in Common Stock 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. Shares
acquired through the Purchase Plan are recorded in book-entry form on the
Company's stock books in the same manner maintained for other shareholdings
of record, subject to the right of a participant to receive certificates upon
request.
TRANSFER AGENT
The Transfer Agent for the Company's Common Stock is the Illinois Stock
Transfer Company. The Illinois Stock Transfer Company is the administrator
of the Sale and Purchase Plans.
<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, 1992, 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 August 11, 1994, 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.
<PAGE>
1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
----------- ----------- ----------- -----------
High Low High Low High Low High Low
1994
Series A $17 1/2 14 3/8 16 1/4 13 5/8 -- -- -- --
Series B $17 3/4 14 1/4 16 1/4 13 5/8 -- -- -- --
1993
Series A $17 1/4 13 1/8 18 15 1/2 17 3/4 13 19 1/2 15 3/4
Series B $17 1/4 13 1/4 18 15 3/8 17 3/4 13 19 1/4 15 3/4
1992
Series A $12 1/8 10 1/4 11 7/8 10 3/4 13 3/8 10 1/2 14 1/8 11 3/4
Series B $11 7/8 10 1/8 11 7/8 10 3/8 13 3/8 10 3/8 14 1/8 11 3/4
The reported high and low prices for July 1, 1994 through August 11, 1994
were $14 7/8 and $13 5/8 per share of Common Stock Series A, respectively and
$14 7/8 and $13 5/8 per share of Common Stock Series B, respectively. The
reported last sale prices on the New York Stock Exchange on August 11, 1994
were $14 1/4 per share of Common Stock Series A and $14 1/8 per share of Common
Stock Series B.<PAGE>
EXPERTS
The consolidated financial statements and schedules 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 LLP, 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 LLP 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 LLP, 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 Common Stock will be passed upon by Boulanger, Hicks,
Stein & Churchill, P.C., 135 East 57th Street, New York, New York, counsel
for the Company. Boulanger, Hicks, Stein & Churchill may rely upon local
counsel in the states in which the parent company is conducting a utility
business as to certain matters governed by the laws of such states including
matters relating to required authorization, if any, of the Common Stock by the
public utilities commissions in the such states.
<PAGE>
CITIZENS UTILITIES COMPANY
EXHIBIT A TO PROSPECTUS DATED AUGUST , 1994
FORMER SHAREHOLDERS OF
RHC, INC.
-----------------------------------
Name No. of Shares of Common Stock
Series B of Citizens
Utilities Company held and
maximum number to be offered
for sale
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Harold Ritke [To be supplied by Supplement]
Esther M. Ritke [To be supplied by Supplement]
<PAGE>
CITIZENS UTILITIES COMPANY
EXHIBIT A TO PROSPECTUS DATED AUGUST , 1994
FORMER SHAREHOLDERS OF
NATURAL GAS COMPANY OF LOUISIANA
- -------------------------------------------
Name No. of Shares of Common Stock
Series B of Citizens
Utilities Company held and
maximum number to be offered
for sale
- -------------------- -----------------------------
[To be supplied by Supplement]
<PAGE>
CITIZENS UTILITIES COMPANY
EXHIBIT A TO PROSPECTUS DATED AUGUST , 1994
FORMER SHAREHOLDERS OF
FRANKLIN ELECTRIC LIGHT CO.
---------------------------------------------
Name No. of Shares of Common Stock
Series B of Citizens
Utilities Company held and
maximum number to be offered
for sale
---------------- ------------------------------
[To be supplied by Supplement]
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expense of Issuance and Distribution.
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Description Amount(1)
----------- ---------
Securities and Exchange Commission filing fee $ 7,931
Printing and engraving 5,000
Legal services 10,000
Accounting services 7,500
Miscellaneous 5,000
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Total $35,431
=======
(1) All fees are estimated except for 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.
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 ("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 form 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 20 (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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act,
the registrant has duly caused this the Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Stamford and State of Connecticut on the 16th day of August, 1994.
CITIZENS UTILITIES COMPANY
By /s/ Robert J. DeSantis
--------------------------------
Robert J. DeSantis
Vice President and Treasurer
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-3 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, August 16, 1994
(Leonard Tow) Chief Executive Officer,
Chief Financial Officer
and Director
ROBERT J. DESANTIS Vice President and August 16, 1994
(Robert J. DeSantis) Treasurer
NORMAN I. BOTWINIK*
(Norman I. Botwinik) Director August 16, 1994
STANLEY HARFENIST*
(Stanley Harfenist) Director August 16, 1994
ANDREW N. HEINE*
(Andrew N. Heine) Director August 16, 1994
AARON I. FLEISCHMAN*
(Aaron I. Fleischman) Director August 16, 1994
ELWOOD A. RICKLESS*
(Elwood A. Rickless) Director August 16, 1994
JOHN L. SCHROEDER*
(John L. Schroeder) Director August 16, 1994
ROBERT D. SIFF*
(Robert D. Siff) Director August 16, 1994
ROBERT A. STANGER*
(Robert A. Stanger) Director August 16, 1994
EDWIN TORNBERG*
(Edwin Tornberg) Director August 16, 1994
CLAIRE L. TOW*
(Claire Tow) Director August 16, 1994
*By /s/ Robert J. DeSantis
Attorney-in-fact
<PAGE>
Exhibit Index
Exhibit
No. Description
- ------- -----------
3.1 Restated Certificate of Incorporation of Citizens
Utilities Company, with all amendments to March 22,
1994.
5 Opinion of Boulanger, Hicks, Stein & Churchill, P.C.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Arthur Andersen & Co.
23.3 Consent of Boulanger, Hicks, Stein & Churchill
(contained in Exhibit No. 5)
25 Powers of Attorney
*Exhibit No. 3.1 is incorporated by reference to such document, bearing the
designation Exhibit No. 4.100.1 filed with the Company's Registration
Statement on Form S-3 No. 33-51529 filed December 16, 1993.
Exhibit No. 5
Boulanger, Hicks, Stein & Churchill
135 East 57th Street
10th Floor
New York, New York 10022
(212) 838-5600
August 16, 1994
Citizens Utilities Company
High Ridge Park
Stamford, Connecticut 06905
Re: Registration Statement on Form S-3
----------------------------------
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 1,600,000 shares of Common
Stock, Series A and/or Series B ("Shares") to be issued and sold by the
Company from time to time 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 Shares shall be made from time to time (the "Offered
Shares") in accordance with the Registration Statement, as amended and
supplemented from time to time, the Offered Shares issued in connection
with the Franklin Electric Light Co. and Natural Gas Company of Louisiana
transactions are legally issued and, fully paid and non-assessable and,
when the steps enumerated in Paragraph (2) hereof additional Offered
Shares shall have been taken, the Offered Shares will be legally issued
fully paid and non-assessable.
(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 jurisdic-
tion, or shall have declined to exercise jurisdic-
tion, over the issuance of the Offered Shares or
the Arizona Corporation Commission shall have
issued an appropriate order approving and autho-
rizing the issuance of the Offered Shares and such
order shall be in full force and effect;
(b) The exemption of the Offered Shares 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
Shares 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 Shares shall have been issued
and shall be in full force and effect at the time
of such issuance and sale of the Offered Shares;
(c) 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
Shares or the Hawaii Public Utilities Commission
shall have issued an appropriate order approving
and authorizing the issuance of the Offered Shares
and such order shall be in full force and effect;
(d) The exemption of the Offered Shares 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 Bonds 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 issu-
ance and sale of Offered Bonds shall have been
issued and shall be in full force and effect at
the time of such issuance and sale of the Offered
Shares;
(e) It shall be determined that the Tennessee
Public Service Commission shall be without juris-
diction, or shall have declined to exercise
jurisdiction, over the issuance of the Offered
Shares or the Tennessee Public Service Commission
shall have issued an appropriate order approving
and authorizing the issuance of the Offered Shares
and such order shall be in full force and effect;
(f) An appropriate order of the Vermont Public
Service Board with respect to the issuance and
sale of the Offered Shares by the Company shall
have been issued and shall be in full force and
effect at the time of such issuance and sale of
the Offered Shares, or it shall be determined that
the Vermont Public Service Board shall be without
jurisdiction;
(g) 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 Shares or the West Virginia Public Service
Commission shall have issued an appropriate order
approving and authorizing the issuance of the
Offered Shares and such order shall be in full
force and effect;
(h) An appropriate order of the Federal Energy
Regulatory Commission with respect to the issuance
and sale of the Offered Shares shall be in full
force and effect;
(i) The applicable provisions of the Act shall
have been complied with;
(j) The Offered Shares shall at the time of
their issuance have been duly authorized,
executed, paid for and delivered; and
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. 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, Corporate Counsel-Gas
to the Louisiana Gas Division of the Company; Miller, Eggleston, &
Rosenberg, Ltd., Burlington, Vermont; Gullett, Sanford, Robinson & Martin,
Nashville, Tennessee; 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
EXHIBIT 23 - Consents of Experts and Counsel
--------------------------------------------
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the use of our reports incorporated herein by reference and to
the reference to our firm under the heading "Experts" in this prospectus.
KPMG Peat Marwick LLP
New York, New York
August 16, 1994
EXHIBIT 23.2
------------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports (and to all references to our Firm) included in or made a part of
this Registration Statement.
ARTHUR ANDERSEN & COMPANY
Dallas, Texas
August 16, 1994
