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Previous: CIT GROUP HOLDINGS INC /DE/, 424B3, 1994-04-29 |
Next: COLUMBIA GAS SYSTEM INC, U5S, 1994-04-29 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
F O R M 10K/A
---------------
AMENDMENT TO APPLICATION OR REPORT
Filed pursuant to Section 12, 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
CITIZENS UTILITIES COMPANY
AMENDMENT NO. 3
The undersigned Registrant hereby files by amendment the following items,
financial statements, exhibits or other portions of its ANNUAL REPORT FOR 1993
on Form 10-K as set forth in the pages attached hereto:
Independent Auditors' Report
Note 5 of Notes to Consolidated Financial Statements
Independent Auditors' Report on Schedules
Index to Schedules
Schedules
Exhibits
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
CITIZENS UTILITIES COMPANY
--------------------------
(Registrant)
Date April 27, 1994
-------------- By: ______________________________
Livingston E. Ross
Vice President and Controller
Independent Auditors' Report
----------------------------
The Board of Directors and Shareholders
Citizens Utilities Company:
Under date of March 9, 1994, we issued our audit report on the consolidated
balance sheets of Citizens Utilities Company and subsidiaries as of December
31, 1993, 1992 and 1991, and the related consolidated statements of income,
shareholders' equity, and cash flows for the years then ended.
Citizens Utilities Company is amending its aforementioned annual report by
substituting the attached Note 5--Investments for the corresponding item in
the original filing.
Our aforementioned audit report dated March 9, 1994 applies to the
consolidated financial statements of Citizens Utilities Company and
subsidiaries included in its annual report on Form 10-K as it is being
amended.
KPMG PEAT MARWICK
New York, New York
March 9, 1994
<PAGE>
(5) Investments:
-----------
Investments include high-grade, short- and intermediate-term
fixed-income securities (primarily state and municipal debt
obligations) and equity securities. Fixed-income securities are
stated at cost. Marketable equity securities are stated at the lower
of cost or market. The company's investment in Centennial Cellular
Corp. (see Note 3 of Notes to Consolidated Financial Statements)
includes 102,187 Convertible Redeemable Preferred Shares and
1,367,099 Class B Common Shares. The liquidation value preference
earned on the Convertible Redeemable Preferred Stock for 1993, 1992
and 1991 was $9,594,000, $8,803,000 and $2,563,000, respectively, and
was recorded as investment income. The book value of the investment
in Centennial at December 31, 1993, as presented in the table below,
represents the initial book value of the investment of $69,668,000
($19,826,000 of which relates to the Class B common shares) plus
$20,960,000 of liquidation value preference earned on the Preferred
Security by the company to date. The Preferred Security is
mandatorily redeemable in the year 2007. The company believes it can
realize its investment in Centennial either by cash redemption by the
issuer funded through refinancing by the issuer, by temporary
conversion to common equity securities followed by the sale of the
common equity securities, or by sale of its current investment
holdings.
The aggregate market value of marketable equity securities at
December 31, 1993, was $27,492,000. Total unrealized gains on
marketable equity securities at December 31, 1993 were $14,210,000.
Net realized gains on marketable equity securities included in the
determination of net income for the years 1993, 1992 and 1991,
respectively, were $0, $259,000 and $670,000. The cost of securities
sold was based on the actual cost of the shares of each security held
at the time of sale. Marketable equity securities at December 31,
1993, includes 1,758,428 shares (adjusted for stock dividends) of
Class A Common Stock of Century Communications Corp. These shares
represent less than 2% of the total outstanding common stock of
Century Communications Corp. The chairman and chief executive
officer of the company is also chairman and chief executive officer
of Century Communications Corp.
The components of investments at December 31, 1993, 1992 and 1991
are as follows:
<TABLE>
<CAPTION>
1993 1992 1991
------------ ------------ ------------
<S> <C> <C> <C>
State and municipal securities $296,371,000 $448,605,000 $369,170,000
Investment in Centennial 90,628,000 81,034,000 72,231,000
Other fixed income securities 7,670,000 10,680,000 21,807,000
Marketable equity securities 13,282,000 13,934,000 10,968,000
Other 3,071,000 6,809,000 6,551,000
------------ ------------ ------------
Total $411,022,000 $561,062,000 $480,727,000
============ ============ ============
</TABLE>
The fair value of investments, presented as required by SFAS
No. 107, was $534,496,000 and $649,366,000 at December 31, 1993 and
1992, respectively, based on relative market information about each
financial instrument.
CITIZENS UTILITIES COMPANY AND SUBSIDIARIES
Index to Schedules
I - Investments at December 31, 1993
V - Property, plant and equipment for the three years ended December
31, 1993
VI - Accumulated depreciation of property, plant and equipment for the
three years ended December 31, 1993
VIII - Reserves for the three years ended December 31, 1993
X - Supplementary income statement information for the three years
ended December 31, 1993
All other schedules are inapplicable or relate to information which is
presented in the company's Annual Report for 1993 on Form 10-K.
<PAGE>
Independent Auditors' Report on Schedules
-----------------------------------------
The Board of Directors and Shareholders
Citizens Utilities Company:
Under date of March 9, 1994, we reported on the consolidated balance sheets
of Citizens Utilities Company and subsidiaries as of December 31, 1993, 1992
and 1991, and the related consolidated statements of income, shareholders'
equity and cash flows for the years then ended, as contained in the Company's
annual report on Form 10-K/A for the year ended 1993. In connection with our
audits of the aforementioned consolidated financial statements, we also
audited the related financial statement schedules as listed in the accompany
index. These financial statements schedules are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statement schedules based on our audits.
In our opinion, the related financial statements schedules, when considered
in relation to the basic consolidated financial statements taken as a whole,
present fairly, in all material respects, the information set forth therein.
KPMG PEAT MARWICK
New York, New York
March 9, 1994
<PAGE>
SCHEDULE I
----------
CITIZENS UTILITIES COMPANY AND SUBSIDIARIES
-------------------------------------------
INVESTMENTS
-----------
DECEMBER 31, 1993
-----------------
(In thousands)
<TABLE>
<CAPTION>
Amortized Market value Amount at which
Par cost of at close carried in the
Description value issue of year balance sheet
----------- -------- ------- ---------- --------------
<S> <C> <C> <C> <C>
State and municipal securities $286,202 $296,371 $311,200 $296,371
Centennial Cellular -- 90,628 185,002 90,628
Other fixed income securities -- 7,670 7,731 7,670
Marketable equity securities -- 13,282 27,492 13,282
Other -- 3,071 3,071 3,071
-------- -------- --------
$411,022 $534,496 $411,022
======== ======== ========
</TABLE>
<PAGE>
SCHEDULE V
----------
CITIZENS UTILITIES COMPANY AND SUBSIDIARIES
-------------------------------------------
PROPERTY, PLANT AND EQUIPMENT
-----------------------------
FOR THE YEAR ENDED DECEMBER 31, 1993
------------------------------------
(In thousands)
<TABLE>
<CAPTION>
Other
Balance at changes Balance
beginning Retirements debit or at close
Classification of year Additions or sales (credit) of year
-------------- ---------- ----------- ----------- ----------- --------
<S> <C> <C> <C> <C> <C>
Transmission and distribution
facilities $1,032,426 $410,584 $25,690 $ $1,417,320
Production and generating
facilities 222,594 193,829 1,680 414,743
Pumping, storage and
purification facilities 71,238 11,472 2,535 80,175
Construction work in progress 45,616 23,252 - 68,868
Other:
Intangibles 3,145 2,902 79 5,968
General plant, etc. 128,452 44,750 6,385 166,817
---------- -------- ------- ----- ---------
131,597 47,652 6,464 172,785
---------- -------- ------- ----- ---------
$1,503,471 $686,789 $36,369 $ 0 $2,153,891
========== ======== ======= ===== ==========
</TABLE>
<PAGE>
SCHEDULE V
----------
CITIZENS UTILITIES COMPANY AND SUBSIDIARIES
-------------------------------------------
PROPERTY, PLANT AND EQUIPMENT
-----------------------------
FOR THE YEAR ENDED DECEMBER 31, 1992
-------------------------------------
(In thousands)
<TABLE>
<CAPTION>
Other
Balance at changes Balance
beginning Retirements debit or at close
Classification of year Additions or sales (credit) of year
-------------- ---------- ---------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C>
Transmission and
distribution facilities $ 968,717 $ 89,797 $ 26,088 $ $ 1,032,426
Production and generating
facilities 209,540 14,143 1,089 222,594
Pumping, storage and
purification facilities 67,967 4,686 1,415 71,238
Construction work in
progress 23,708 21,908 - 45,616
Other:
Intangibles 2,507 668 30 3,145
General plant, etc. 126,737 16,969 15,254 128,452
------- -------- ------- ----- --------
129,244 17,637 15,284 131,597
------- -------- ------- ----- --------
$1,399,176 $148,171 $43,876 $ 0 $1,503,471
========= ======== ======= ===== =========
</TABLE>
<PAGE>
SCHEDULE V
----------
CITIZENS UTILITIES COMPANY AND SUBSIDIARIES
-------------------------------------------
PROPERTY, PLANT AND EQUIPMENT
-----------------------------
FOR THE YEAR ENDED DECEMBER 31, 1991
------------------------------------
(In thousands)
<TABLE>
<CAPTION>
Other
Balance at changes Balance
beginning Retirements debit or at close
Classification of year Additions or sales (credit) of year
-------------- ---------- ----------- ------------ --------- ---------
<S> <C> <C> <C> <C> <C>
Transmission and
distribution facilities $ 882,501 $ 107,418 $ 21,202 $ $ 968,717
Production and generating
facilities 175,192 39,378 5,030 209,540
Pumping, storage and
purification facilities 64,828 3,635 496 67,967
Construction work in
progress 31,375 (7,667) - 23,708
Other:
Intangibles 1,571 936 - 2,507
General plant, etc. 114,078 18,697 6,038 126,737
--------- -------- -------- ------ ---------
115,649 19,633 6,038 129,244
--------- -------- -------- ------ ---------
$1,269,545 $162,397 $32,766 $ 0 $1,399,176
========= ======== ======== ====== =========
</TABLE>
<PAGE>
SCHEDULE VI
-----------
CITIZENS UTILITIES COMPANY AND SUBSIDIARIES
-------------------------------------------
ACCUMULATED DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT
---------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1993
------------------------------------
(In thousands)
<TABLE>
<CAPTION>
Balance at Charged Charged Balance
beginning to income to other at close
Classification of year accounts accounts Retirements of year
-------------- ---------- ----------- --------- ----------- --------
<S> <C> <C> <C> <C> <C>
Telecommunications $136,477 $24,203 $1,297 $5,724 $156,253
Natural Gas 103,863 11,248 3,668 4,073 114,706
Electric 91,267 13,724 2,859 2,012 105,838
Water/wastewater 68,559 9,499 121 1,872 76,307
Other 6,667 2,614 (5) 456 8,820
-------- ------- ------- ------ --------
$406,833 $61,288 (1) $7,940 $14,137 $461,924
======== ======= ======= ====== ========
</TABLE>
Note:
(1) Includes $6,590 of depreciation which is not segregated in the
consolidated statement of income, but is charged to operating expenses
and to property, plant and equipment on distribution of clearing accounts.
SCHEDULE VI
-----------
CITIZENS UTILITIES COMPANY AND SUBSIDIARIES
-------------------------------------------
ACCUMULATED DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT
---------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1992
------------------------------------
(In thousands)
<TABLE>
<CAPTION>
Balance at Charged Charged Balance
beginning to income to other at close
Classification of year accounts accounts Retirements of year
-------------- ---------- ---------- --------- ----------- --------
<S> <C> <C> <C> <C> <C>
Telecommunications $121,763 $23,211 $ (3,237) $ 5,260 $136,477
Natural Gas 96,501 10,119 (857) 1,900 103,863
Electric 84,548 11,526 1,381 6,188 91,267
Water/wastewater 64,483 6,972 7,702 10,598 68,559
Other 4,585 2,092 0 10 6,667
-------- ------- ------ -------- --------
$371,880 $53,920 (1) $4,989 $23,956 $406,833
======== ======= ====== ======== ========
</TABLE>
Note:
(1) Includes $3,793 of depreciation which is not segregated in the
consolidated statement of income, but is charged to operating expenses
and to property, plant and equipment on distribution of clearing accounts.
<PAGE>
SCHEDULE VI
-----------
CITIZENS UTILITIES COMPANY AND SUBSIDIARIES
-------------------------------------------
ACCUMULATED DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT
---------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1991
------------------------------------
(In thousands)
<TABLE>
<CAPTION>
Balance at Charged Charged Balance
beginning to income to other at close
Classification of year accounts accounts Retirements of year
-------------- ---------- ---------- --------- ----------- --------
<S> <C> <C> <C> <C> <C>
Telecommunications $123,831 $21,287 $ 250 $23,605 $121,763
Natural Gas 86,715 10,201 1,733 2,148 96,501
Electric 78,051 10,673 116 4,292 84,548
Water/wastewater 57,785 7,248 934 1,484 64,483
Other 3,438 1,731 0 584 4,585
-------- -------- ------- -------- --------
$349,820 $51,140(1) $3,033 $32,113 $371,880
======== ======== ======= ======== ========
</TABLE>
Note:
(1) Includes $3,928 of depreciation which is not segregated in the
consolidated statement of income, but is charged to operating expenses
and to property, plant and equipment on distribution of clearing accounts.
<PAGE>
SCHEDULE VIII
-------------
CITIZENS UTILITIES COMPANY AND SUBSIDIARIES
-------------------------------------------
RESERVES
--------
(In thousands)
<TABLE>
<CAPTION>
Balance at Balance
beginning at close
Description of year of year
----------- ---------- ---------
<S> <C> <C>
Reserve deducted in the balance sheet
from the asset to which it applies:
Allowance for doubtful accounts -
Year ended December 31, 1993 $441 $459
==== ====
Year ended December 31, 1992 $354 $441
==== ====
Year ended December 31, 1991 $410 $354
==== ====
</TABLE>
<PAGE>
SCHEDULE X
----------
CITIZENS UTILITIES COMPANY AND SUBSIDIARIES
-------------------------------------------
SUPPLEMENTARY INCOME STATEMENT INFORMATION
------------------------------------------
FOR THE THREE YEARS ENDED DECEMBER 31, 1993
-------------------------------------------
(In thousands)
<TABLE>
<CAPTION>
1993 1992 1991
---- ---- ----
<S> <C> <C> <C>
Taxes other than income taxes:
Real estate and personal property $16,654 $15,797 $13,998
Payroll 3,819 3,916 3,725
State sales 6,241 6,970 7,178
Public utilities commission 2,936 3,260 3,342
Franchise and license 3,361 2,418 2,378
Miscellaneous 2,146 1,813 1,314
------- ------- -------
Total $35,157 $34,174 $31,935
======= ======= =======
</TABLE>
Citizens Utilities Company
Exhibits to Form 10K/A
Amendment No. 3
For the year ended December 31, 1993
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
22 Auditor's Consent
</TABLE>
<PAGE>
Exhibit No. 22
Independent Auditors' Consent
-----------------------------
The Board of Directors
Citizens Utilities Company:
We consent to the incorporation by reference in the Registration Statement
(No. 33-37602) on Form S-8, in the Registration Statement (No. 33-39566) on
Form S-8, in the Registration Statement (No. 33-39455) on Form S-8, in the
Registration Statement (No. 33-41682) on Form S-8, in the Registration
Statement (No. 33-42972) on Form S-8, in the Registration Statement (No. 33-
48683) on Form S-8, in the Registration Statement (No. 33-54376) on Form S-8,
in the Registration Statement (No. 33-44069) on Form S-3, in the Registration
Statement (No. 33-44068) on Form S-3 and in Registration Statement (No. 33-
51529) on Form S-3 of Citizens Utilities Company of our reports dated March
9, 1994, relating to the financial statements and financial statement
schedules of Citizens Utilities Company and subsidiaries as of December 31,
1993, 1992 and 1991, which reports appear in the December 31, 1993 Annual
Report on Form 10K/A of Citizens Utilities Company.
KPMG PEAT MARWICK
New York, New York
April 28, 1994
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