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 5. Other Events
On May 19, 1993, Citizens and GTE's Telephone Operations Unit announced they
had entered into ten definitive agreements for Citizens to purchase
approximately 500,000 local telephone access lines in nine states for $1.1
billion in cash. On December 31, 1993, 189,000 local telephone access lines
in four states were transferred to the Company. On June 30, 1994, 270,000
local telephone access lines in New York State were transferred to the
Company as reported in our Form 8-K dated July 15, 1994. Audited financial
statements for the New York property as of and for each of the years in the
two year period ended December 31, 1993 were reported in our Form 8-K dated
July 5, 1994. This Form 8-K is being filed to report the unaudited financial
statements of the New York property for the quarter ended March 31, 1994 and
to report Pro Forma financial data for the 12 month period ended
March 31, 1994.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial statements of businesses acquired.
Financial statements of Contel of New York, Inc. for the
quarterly period ended March 31, 1994.
(b) Pro Forma financial information.
Pro Forma financial statements as of and for the twelve month
period ended March 31, 1994 combining the historical
statements of income of Citizens Utilities Company and
certain of the GTE Telephone Properties.
(c) Exhibits
99 Press release of Citizens Utilities Company dated
August 4, 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: August 9, 1994 By:/s/ Livingston E. Ross
Vice President and Controller
FOR IMMEDIATE RELEASE
Contact: Arthur Dague
(203) 329-5094
CITIZENS UTILITIES REPORTS INCREASED EARNINGS
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1994
Stamford, Connecticut, August 4, 1994 -- Citizens Utilities set new
highs in net income, earnings per share and revenues for the second quarter
and six months ended June 30, 1994, Leonard Tow, chairman, announced today.
Citizens' net income for the 1994 second quarter was $38,016,000, an
increase of 10% over net income of $34,682,000 during the same quarter last
year. Earnings per share of 21 cents for this year's second quarter were up
11% from 19 cents per share reported in the 1993 second quarter, adjusted for
the August 1993 2-for-1 stock split. Revenues of $188,674,000 for the period
increased 29% from last year's second-quarter revenues of $146,170,000.
For the six months ended June 30, 1994, net income of $69,671,000 was
up 11% over net income of $62,921,000 during the same period last year.
Earnings per share of 38 cents for this
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Page Two
period were up 12% from 34 cents reported during the same six months last
year, adjusted for the August 1993 2-for-1 stock split. Revenues of
$412,570,000 for the six months ended June 30, 1994, were up 32% over revenues
of $312,085,000 during the same period in 1993.
Mr. Tow added that on June 30, 1994, Citizens completed the acquisition
of 270,000 telephone access lines in New York state, pursuant to an agreement
to acquire 500,000 telephone access lines in nine states from GTE. He said,
"I am very pleased that the GTE transaction is proceeding on schedule and that
90% of the transaction is now complete. I am also gratified that the six-
month 1994 results confirm our expectations that the acquisition of the GTE
properties would produce immediate increases in earnings, earnings per share
and cash flow."
Citizens Utilities (NYSE: CZNA, CZNB) provides telecommunications,
natural gas, electric, water and wastewater treatment services in 17 states
and also holds a significant investment in Centennial Cellular Corp., a
cellular telephone company.
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<PAGE>
Page Three
<TABLE>
<CAPTION>
Citizens Utilities Company and Subsidiaries
Summary of Income Accounts
for the Three Months and Six Months Ended
June 30, 1994 and 1993
(Unaudited)
(000 omitted except for per-share amounts)
3 Months Ended June 30 6 Months Ended June 30
1994 1993 1994 1993
<S> <C> <C> <C> <C>
Revenues $188,674 $146,170 $412,570 $312,085
Expenses:
Operating expenses 105,464 86,536 256,998 199,771
Depreciation 24,618 14,115 50,019 28,280
------- ------- ------- -------
130,082 100,651 307,017 228,051
------- ------- ------- -------
Income from operations 58,592 45,519 105,553 84,034
Other income, net 11,455 12,754 23,361 21,870
Interest expense 14,825 9,373 27,962 19,595
------- ------- ------- -------
Income before income
taxes 55,222 48,900 100,952 86,309
Income taxes (1) 17,206 14,218 31,281 23,388
------- ------- ------- -------
Net income $ 38,016 $ 34,682 $ 69,671 $ 62,921
======= ======= ======= =======
Earnings per share of
common stock (2)
Series A $0.21 $0.19 $0.38 $0.34
Series B $0.21 $0.19 $0.38 $0.34
Average common
shares outstanding (3) 185,442 185,002 184,430 183,860
======= ======= ======= =======
</TABLE>
NOTES:
- ------
(1) Includes provision for Federal income taxes of $14,109 and $11,943
for the three months ended June 30, 1994 and 1993, respectively; and
$25,650 and $19,646 for the six months ended June 30, 1994 and 1993,
respectively.
(2) Earnings per share is based on the average number of outstanding
shares adjusted for stock dividends. 1993 earnings per share has
been adjusted for the August 1993 2-for-1 stock split. Earnings per
share is presented for each Series separately, with historical
adjustment for stock dividends and stock splits for each Series. The
effect on earnings per share of outstanding stock options is
immaterial.
(3) Average shares outstanding for the period ending June 30, 1993 have
been adjusted for the August 1993 2-for-1 stock split.
