SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report:
(Date of earliest event reported)
June 30, 1994
CITIZENS UTILITIES COMPANY
(Exact name of registrant as specified in charter)
Delaware 0-1291 06-0619596
(State or other jurisdiction(Commission File Number)(IRS Employer
of incorporation) Identification No.)
High Ridge Park, P.O. Box 3801, Stamford, Connecticut 06905
(Address of principal executive offices) (Zip code)
(203) 329-8800
(Registrant's telephone number, including area code)
No change since last report
(Former name or former address, if changed since last report)<PAGE>
Item 2. Acquisition of Assets
On June 30, 1994, the Registrant issued a press release
announcing the transfer of GTE's 270,000 access lines in New York
state to Citizens Utilites Company ("Citizens") pursuant to the
definitive agreement discussed below for a cost of approximately
$500 million; a copy of the press release is filed herewith as
Exhibit 99 and incorporated herein by reference in its entirety.
Item 5. Other Events
On May 19, 1993, Citizens and GTE's Telephone Operations Unit
announced they have entered into definitive agreements for
Citizens to purchase approximately 500,000 access lines in nine
states for $1.1 billion in cash.
The attached press release was issued on June 30, 1994 announcing
the transfer of GTE property in New York state to Citizens
effective June 30, 1994.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial statements of businesses acquired.
A copy of the financial statements of Contel of New York,
Inc. (an indirect wholly-owned subsidiary of GTE), for each
of the years in the two year period ended December 31, 1993,
has been filed on Form 8-K dated July 5, 1994.
Financial statements of Contel of New York, Inc. for the
quarter ended March 31, 1994 will be filed within 60 days
of this report on Form 8-K.
(b) Pro forma financial information.
Pro forma financial information relative to Contel of New
York, Inc. will be filed within 60 days of this report on
Form 8-K.
(c) Exhibits
99 Press release of Citizens Utilities Company released
June 30, 1994.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CITIZENS UTILITIES COMPANY
(Registrant)
Date: July 15, 1994 By:/s/ Livingston E. Ross
Vice President and Controller
FOR IMMEDIATE RELEASE
Contact: Brigid M. Smith
(203) 329-5042
CITIZENS UTILITIES ACQUIRES TELEPHONE PROPERTIES SERVING
270,000 SUBSCRIBERS IN NEW YORK STATE
Stamford, Connecticut, June 30, 1994 -- Citizens Utilities announced today
that it has completed the acquisition of 270,000 telephone access lines in
New York pursuant to an agreement to purchase a total of 500,000 telephone
access lines in nine states from GTE.
In December 1993, Citizens acquired telephone properties with 190,000
access lines in Idaho, Tennessee, West Virginia and Utah as part of this
agreement. With the acquisition of the New York operations, the
transaction is now 90% complete. The remaining properties are expected
to be transferred to Citizens later this year.
Leonard Tow, chairman and chief executive officer of Citizens, stated,
"This transaction is producing immediate increases in earnings, earnings
per share and cash flow for Citizens. The size and quality of the assets
acquired, combined with the strength of our existing operations, will
increase Citizens' revenues to more than $1 billion and boost earnings and
earnings per share." Mr. Tow added, "This acquisition assures Citizens of
a 50th successive year of increased earnings and earnings per share, a
record we believe unmatched by any other publicly traded company in the
nation."
Citizens Utilities (NYSE: CZNA, CZNB) is a diversified growth company
providing telecommunications, natural gas, electric, water and wastewater
treatment services in 17 states as of July 1, 1994. Citizens also has a
significant investment in Centennial Cellular Corp., a cellular telephone
company, and operates Electric Lightwave, Inc., a competitive telephone
access provider in Oregon and Washington.
