As filed with the Securities and Exchange Commission on June 29 , 1995
File No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 incorporation or organization)
(I.R.S. employer identification number)
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. [X]
------------------------------------
CALCULATION OF REGISTRATION FEE
Title of each Amount to be Proposed Proposed
class of registered maximum aggregate Amount of
securities to Amount to be offering offering Registration
be registered registered per unit price fee
- ------------- ------------ -------- --------- -------------
Common Stock* 920,000 shares** $11.875* $10,925,000*** $3,767
* Includes shares of Common Stock Series B issuable upon conversion of
Common Stock Series A.
** This Registration Statement shall be deemed to cover additional
securities to be issued in connection with or as a result of stock
splits, stock dividends or similar transactions.
*** 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 June 26, 1995.
_____________________
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.
The Prospectus contained herein also relates to the Registration Statement
on Form S-3, File No. 33-55075, initially filed with the Securities and
Exchange Commission on August 16, 1994, for the registration under the
Securities Act of 1933 of 1,600,000 shares of Common Stock of the Company,
which became effective on August 31, 1994. The Prospectus constitutes Post-
effective Amendment No. 1 to said Registration Statement, which as a result
of stock dividends covers as of June 30, 1995 up to 1,693,165 shares of
Common Stock of registrant. Registrant hereby requests such Amendment be
declared effective at the same time as the within Registration Statement.<PAGE>
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED JUNE 29, 1995
PROSPECTUS
2,613,165
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 or will have been determined by
negotiations with the representatives of the businesses acquired.
This Prospectus may be used by persons ("Selling Stockholders") who
have or will 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
2,613,165 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.
------------------------
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 June __, 1995
------------------------
<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 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. The Common Stock of the Company is 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, 1994.
The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1995.
The Company's Current Reports on Form 8-K relating to the acquisitions
of the Telecommunications Properties filed July 5, August 9, and December
7, 1994, and June 1, 1995.
Prospectus Supplement dated June 8, 1995, to the Prospectus dated March
28, 1994, filed with the SEC on June 12, 1995, pursuant to Rule 424(b) of the
Act.
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>
THE COMPANY
Citizens Utilities Company (the "Company" or "Citizens") is a
diversified operating public utility currently providing, either directly or
through subsidiaries, telecommunications, natural gas transmission and
distribution, electric distribution, water or wastewater services to
customers in areas of eighteen states. Citizens also holds a significant
investment interest in Centennial Cellular Corp., a cellular telephone
company, and owns Electric Lightwave, Inc., an alternative telecommunications
service provider in Arizona, California, Oregon, Utah and Washington.
Beginning with 1945, 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 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 for its revenues. Because of this
diversity, no single regulatory body regulated or will regulate a utility
service of the Company accounting for more than 13% of its 1994 revenues, pro
forma for the acquisitions of the Telecommunications Properties. 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 approximately
1,400,000 as of March 31, 1995.
The Company continually considers and is carrying out expansion through
significant acquisitions and joint ventures in the rapidly evolving
telecommunications and cable television industries and in traditional public
utility and related businesses.
GTE ACQUISITIONS
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, certain telephone properties
serving approximately 500,000 local telephone access lines in nine states:
Arizona, California, Idaho, Montana, New York, Oregon, Tennessee, Utah and
West Virginia ("GTE Telephone Properties"). 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, 270,900 local telephone access
lines in New York were transferred to the Company. On November 30, 1994,
37,800 local telephone access lines in Arizona and Montana were transferred
to the Company, and on December 30, 1994, 5,400 local telephone access lines
in California were transferred to the Company.
RECENT DEVELOPMENTS
On November 29, 1994, Citizens and ALLTEL Corporation ("ALLTEL")
announced the signing of eight definitive agreements pursuant to which
Citizens agreed to acquire from ALLTEL for $292 million certain telephone
properties serving approximately 110,000 local telephone access lines and
certain cable television systems serving approximately 7,000 subscribers.
The properties are located in eight states: Arizona, California, Nevada, New
Mexico, Oregon, Tennessee, Utah and West Virginia ("ALLTEL Telephone
Properties"). The closings for the access lines in Oregon and West Virginia
are expected to close on June 30, 1995 and the closings for the remaining
access lines are expected to occur state by state before the end of 1995.
The purchases require the approval of the Federal Communications Commission,
the Department of Justice and the regulatory commissions of the states in
which the properties are located.
The GTE Telephone Properties and ALLTEL Telephone Properties
collectively are referred to herein as the "Telecommunications Properties."
The Public Utility Commission of the State of California ("CPUC")
issued an order, effective January 1, 1995, authorizing competition for
intrastate intraLATA switched toll services, rebalancing local exchange and
toll rates, establishing more specific procedures for local exchange carriers
to enter into incentive regulatory frameworks ("IRF") and providing a
timetable for the elimination of the intrastate toll settlement pools for
mid-sized local exchange carriers. In support of CPUC efforts which preceded
its order, the Company's California telephone subsidiary (the "Subsidiary")
exited the toll settlement pools in 1991 and entered into a transition
contract with Pacific Bell. Pursuant to this contract, Pacific Bell agreed
to pay the Subsidiary $38 million annually through the end of 1994 to
partially offset the decline in revenues which resulted from exiting the toll
settlement pools. The Subsidiary expected to conclude a general rate case
permitting the implementation of rebalanced, competitive rates effective
January 1, 1995 intended to protect the Subsidiary's overall revenues, other
than the $38 million Pacific Bell contract payment, by enabling it to compete
effectively in the intrastate intraLATA switched toll services market.
Although this general rate case has not been finalized the CPUC issued an
interim rate order which became effective January 1, 1995 and authorized
rebalanced competitive rates for the Subsidiary. In its general rate case,
the Subsidiary requested approval of an IRF which would allow it to earn up
to 5% in excess of its authorized rate of return. It is expected that the
approved IRF will be effective when the final rate order is issued later in
1995.
THE BUSINESS
Operating divisions of Citizens provide electric distribution and
natural gas transmission and distribution 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.
CAPITAL REQUIREMENTS AND FINANCING
The total purchase price for the Telecommunications Properties, net of
the property to be transferred to ALLTEL, valued at $10 million, is $1.381
billion. The Company intends to permanently finance the acquisition of the
Telecommunications Properties approximately one-third from the issuance of
equity securities, one-third from the issuance or assumption of debt
securities, and one-third from Company investments. In addition, the Company
is engaged in a continuous acquisition program and expects, from time to
time, to acquire properties in the rapidly evolving telecommunications and
cable television industries and traditional public utility and related
businesses.
Through March 31, 1995, the purchase price for the Telecommunications
Properties had been permanently financed with approximately $296 million of
cash and investments, $272.7 million of equity issued pursuant to the
Company's Direct Stock Purchase Plan, employee benefit plans and an
underwritten public offering, and $275 million of long-term debt. As of
March 31, 1995, the remainder of the purchase price of the acquired
Telecommunications Properties has been temporarily financed with commercial
paper, $164.3 million of which was classified as short-term debt (to be
repaid from cash and investments and the issuance of equity) and $91 million
of which was classified as long-term debt (to be refinanced through the
issuance of long-term debt). On June 15, 1995, the Company issued an
additional $125 million of long-term debt.
The Company carries out a continuous construction program to maintain
reliable and safe service and to meet future customer service requirements.
The Company estimates that expenditures for construction, extension and
improvement of service relating to existing properties, including the
acquired Telecommunications Properties, will require approximately $262
million in 1995. The Company's construction program is under continuous
review and may be revised depending on business and economic conditions,
regulatory action, governmental mandates, customer demand and other factors.
Capital requirements are being financed from internally generated funds, and
the issuance of taxable and tax-exempt long-term debt, equity and short-term
debt.
The Company maintains $1.2 billion of committed bank lines of credit
for general corporate purposes. As of June 29, 1995, no amounts were
outstanding under the existing bank lines of credit.
SELLING STOCKHOLDERS
This Prospectus covers up to 920,000 shares of Common Stock Series B
(the "Shares") to be issued to Lowell E. Eckert, the sole shareholder of FCS,
Inc. a New York corporation doing business as Flex Communications Systems
("FLEX"). FLEX operates as a long distance interexchange carrier serving
customers in upstate New York under grants of authority from the Federal
Communications Commission and the New York Public Service Commission. FLEX
is headquartered in Johnstown, NY. The actual number of shares to be issued
to Lowell E. Eckert and to be offered pursuant to this Prospectus will be set
forth in a supplement to be filed with respect to Schedule A annexed to the
Prospectus. Lowell E. Eckert is the Chairman of the Board and President of
FLEX. The Shares are to be issued to Lowell E. Eckert in conjunction with
the purchase of all of the issued and outstanding Common Stock of FLEX by the
Company.
This Prospectus also relates to shares of Common Stock that may be sold
for the account of other shareholders listed in Schedule A to this
Prospectus.
This Prospectus shall be deemed to cover additional securities to be
issued in connection with or as a result of stock splits, stock dividends or
similar transactions.
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 interests 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 stock consists of two series: Common Stock Series A and
Common Stock Series B (collectively referred to as the "Common Stock"). 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 May 31, 1995 the Company
had outstanding 153,589,459 shares of Common Stock Series A and 63,604,401
shares of Common Stock Series B. As of May 31, 1995 there were 24,927 record
holders of Common Stock Series A and 19,159 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.
COMMON STOCK 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 and, although there can be no
assurances as to the amount of any future dividends, the Company has
increased cash dividends and/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 quarterly stock dividends at the same rate on shares of both Common
Stock Series A and Common Stock Series B. The stock dividend rate is based
on an underlying cash equivalent. The Company expects that 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 be free of current federal income taxation
on receipt. Such stock dividends are treated as capital transactions when
and if sold. Gain or loss is based on the difference between sales price and
adjusted basis per share.
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 the Common Stock Series A at
the same time and in an equal amount as on the Common Stock Series B.
Fractional shares for shareholders who accounts are registered with
Citizens' Transfer Agent ("Registered Stockholders") are aggregated until
they equal a full share, and the resulting share is credited to the
shareholder's account. Fractional share interests of Registered Shareholders
are sold only for shareholder accounts closed during the year. Street name
shareholders should consult their broker or custodial institution for
information about the treatment of fractional shares. Any fractional share
sold is treated for federal income tax purposes as proceeds from the sale of
stock.
The holders of Common Stock have no preemptive rights.
STOCK DIVIDEND SALE PLAN AND CONVERSION
OF COMMON STOCK SERIES A INTO COMMON STOCK SERIES B
The Company has a Stock Dividend Sale Plan (the "Plan") which enables
Common Stock Series B shareholders to elect to have their future stock
dividends sold and the cash proceeds of the sale (minus a 5 cent per share
commission) distributed to them quarterly. If a Common Stock Series B
shareholder's account is held by a broker or custodial institution
participating in the Plan, the cash proceeds are sent to the broker or
custodial institution. Generally, for federal income tax purposes, the
difference between the proceeds from the sale of the stock dividends (the net
cash received) and the adjusted basis of the shares sold are treated as a
capital transaction.
Holders of Common Stock Series A may at any time convert, on a share-for-
share and tax-free basis, their Common Stock Series A shares into Common
Stock Series B shares and after such conversion, may enroll in the Plan.
Common Stock Series B shareholders may enroll throughout the year in the
Plan, except during the following periods between the quarterly dividend
declaration and dividend payment dates: February 15-March 31; May 16-June
30; August 16-September 30; and November 16-December 31, during which the
effectiveness of enrollment will be delayed until the end of each period.
After a Common Stock Series B shareholder account has been enrolled in the
Plan, future stock dividends in that account will be sold quarterly, unless
the Company's Transfer Agent receives written notification from a Series B
shareholder to withdraw that account from the Plan. Shareholders who
withdraw an account from the Plan will then receive quarterly stock dividends
and are not eligible to re-enroll that account in the Plan for 12 months.
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 $25,000 per quarter for each shareholder account.
Shareholders may also sell their shares of Common Stock through the Purchase
Plan. 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 ("Agent") is the
administrator of the Plan and Purchase Plan and acts as Agent for
participants.
OTHER
The Board of Directors of the Company has authorized a program under which
the Company may expend up to $50 million to repurchase shares of its Common
Stock. The shares may be purchased from time to time in the open market to
meet dividend obligations. The amount and timing of the purchases will be
subject to market conditions and other factors.
COMMON STOCK PRICE RANGE
Citizens trades 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. The high and low prices per share from January 1, 1993, through June
26, 1995, 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 and the August 31, 1993 2-for-1
stock split, rounded to the nearest 1/8th.
1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
High Low High Low High Low High Low
1995
Series A 14 12
Series B 14 12 1/4
1994
Series A 16 5/8 13 1/2 15 3/8 12 7/8 14 12 3/4 13 3/8 12 1/8
Series B 16 3/4 13 3/8 15 3/8 12 7/8 14 12 3/4 13 3/8 12 1/4
1993
Series A 16 1/4 12 3/8 17 14 3/4 16 7/8 12 1/4 18 3/8 14 7/8
Series B 16 1/4 12 1/2 17 14 1/2 16 7/8 12 1/4 18 1/4 14 7/8
The reported high and low prices for April 1, 1995 through June 26, 1995 were
$ 12 3/4 and $10 5/8 per share of Common Stock Series A and $12 3/4 and $10
7/8 per share of Common Stock Series B, respectively. The reported last sale
prices on the New York Stock Exchange on June 26, 1995 were $11 7/8 per share
of Common Stock Series A and $11 7/8 per share of Common Stock Series B.
EXPERTS
The consolidated financial statements of the Company as of December 31,
1994, 1993 and 1992, and for each of the years then ended, incorporated by
reference in this Prospectus from the Company's Annual Report on Form 10-K,
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.
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 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 such states.
<PAGE>
CITIZENS UTILITIES COMPANY
SCHEDULE A TO PROSPECTUS DATED JUNE __, 1995
No. of Shares of Common Stock Series
B of Citizens Utilities Company held
and maximum number to be offered for
Name sale*
- ------------------------ ------------------------------------
FORMER SHAREHOLDERS OF
FCS, INC., doing business as Flex Communications Systems
Lowell E. Eckert Up to 920,000
FORMER SHAREHOLDERS OF
RHI, INC.
Harold A. Ritke 267,010.707
Esther M. Ritke 267,010.707
FORMER SHAREHOLDERS OF
NATURAL GAS COMPANY OF LOUISIANA
Don A. Almerico 15,144.963
J. A. Almerico 15,144.963
Margaret Landry Bradley 23,173.614
Benjamin B. Ferdon 11,451.525
William R. Ferdon 11,451.525
Allen Friloux 3,047.355
Arleen O. Friloux 7,920.389
Friloux Family Partnership 24,252.560
Floyd J. Friloux Sr. 6,089.352
Henri M. Friloux
Trust No. 1 7,920.389
Henry J. Friloux Jr. as Trustee under
trusts for the Friloux Family 31,681.556
Henry J. Friloux Sr. as Trustee under
trusts for the Friloux Family 118,549.743
Henry J. Friloux Jr. 50,789.556
Jacqueline M. Friloux
Trust No. 1 7,920.389
James J. Friloux 3,047.355
Nash J. Friloux 50,789.556
Paula G. Friloux 7,920.389
Pierre F. Friloux Trust 7,920.389
Suzanne T. Friloux 3,047.355
James D. Harkins 7,920.389
Jeffrey S. Harkins 7,920.389
Laura L. Harkins 7,920.389
Lettie F. Harkins 50,789.556
Lettie L. Harkins 7,920.389
Philip L. Harkins 7,920.389
Wesley B. Harkins 7,920.389
Jeanette Friloux Keller 6,100.189
Jeanette L. Landry 23,173.614
Mary Alice St. Ament 3,047.355
John A. Landry 23,173.614
Paul T. Landry Jr. 23,173.614
William B. Landry 23,173.614
Andrea F. Tullos 7,920.389
Shareholders offering less than
1,000 Shares each 121.136
FORMER SHAREHOLDERS OF
FRANKLIN ELECTRIC LIGHT CO.
Richard G. Davis &
Elizabeth C. Davis JT Wros 8,146.133
Charles Gates &
Priscilla Gates JT Wros 2,965.806
David H. Gates 7,430.092
Hugh Gates &
Cynthia Gates JT Wros 9,856.722
Vereta J. Gates 1,111.626
Sally Hull &
Carroll Hull JT Wros 3,134.871
Marjorie Irish 2,223.264
Jane Gates Merriam 4,457.598
Meri Lee Perkins &
John David Perkins JT Ten 1,246.398
Harland G. Titemore &
Ruth M. Titemore &
Richard G. Titemore JT Wros 4,850.978
Shareholders offering less than
1,000 Shares each 11,479.179
FORMER SHAREHOLDERS OF
DOUGLASVILLE WATER COMPANY
Mr. & Mrs. Marvin R. Harner 29,564.92
Harold G. Gresh 2,813.58
FORMER SHAREHOLDER OF
ELECTRIC LIGHTWAVE INC.
John Warta 268,113.265
____________________________
* As of June 30, 1995<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Description Amount(1)
----------- ---------
Securities and Exchange Commission filing fee . . . . . . . . . .$ 3,767
Printing and engraving. . . . . . . . . . . . . . . . . . . . . . 3,000
Legal Services. . . . . . . . . . . . . . . . . . . . . . . . . . 5,000
Accounting services . . . . . . . . . . . . . . . . . . . . . . . 2,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . 2,233
Total(1) . . . . . . . . . . . . . . . . . . . . . . . . . . $16,000
=========
_____________________
(1) All fees are estimated except for the 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
Common Stock 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
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 state-
ment;
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 with or furnished to the
Securities and Exchange Commission 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 foregoing provisions, 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.
[This space intentionally left blank]
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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, thereunto duly
authorized, in the City of Stamford and State of Connecticut on the 29th
day of June, 1995.
CITIZENS UTILITIES COMPANY
By /s/ Robert J. DeSantis
----------------------
Vice President and Treasurer
<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
/s/ LEONARD TOW* Chairman of the Board June 29, 1995
- --------------- Chief Executive Officer,
Chief Financial Officer
and Director
/s/ ROBERT J. DESANTIS* Vice President and June 29, 1995
- ---------------------- Treasurer
/s/ NORMAN I. BOTWINIK* Director June 29, 1995
- ----------------------
/s/ STANLEY HARFENIST* Director June 29, 1995
- ---------------------
/s/ ANDREW N. HEINE* Director June 29, 1995
- -------------------
/s/ AARON I. FLEISCHMAN* Director June 29, 1995
- -----------------------
/s/ ELWOOD A. RICKLESS* Director June 29, 1995
- ----------------------
/s/ JOHN L. SCHROEDER* Director June 29, 1995
- ---------------------
/s/ ROBERT D. SIFF* Director June 29, 1995
- ------------------
/s/ ROBERT A. STANGER* Director June 29, 1995
- ---------------------
/s/ EDWIN TORNBERG* Director June 29, 1995
- ------------------
/s/ CLAIRE L. TOW* Director June 29, 1995
- -----------------
*By /s/
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 Boulanger, Hicks, Stein & Churchill (contained in Exhibit
No. 5).
24 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.<PAGE>
No dealer, salesman or other person has
been authorized to give any information or to make any representation, other
than those contained in this Prospectus, in connection with the offer made by
this Prospectus, and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company. Neither
the delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof or thereof. This Prospectus
does not constitute an offer or solicitation by anyone in any jurisdiction
in which such offer or solicitation is not authorized or in which the person
making such offer is not qualified to do so or to anyone to whom it is
unlawful to make such offer or solicitation.
TABLE OF CONTENTS
Prospectus PAGE
Available Information 2
Incorporation of Certain Documents
by Reference 2
The Company 3
GTE Acquisitions 3
Recent Developments 4
The Business 5
Capital Requirements and Financing 5
Selling Stockholders 6
Use of Proceeds 6
Description of Common Stock Series A and Series B 6
Common Stock Dividends 7
Stock Dividend Sale Plan and Conversion of Common
Stock Series A into Common Stock Series B 8
Direct Stock Purchase Plan 8
Transfer Agent 8
Other 9
Common Stock Price Range 9
Experts 9
Legal Opinions 10
Schedule A S-1
2,613,165
Shares
COMMON STOCK SERIES A
AND/OR
COMMON STOCK SERIES B
PROSPECTUS
June __, 1995
Boulanger, Hicks, Stein & Churchill
135 East 57th Street
New York, New York 10022
(212) 838-5600
June 29, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration Statement on Form S-3
920,000 Shares of Common Stock
----------------------------------
Gentlemen:
On behalf of Citizens Utilities Company (the "Company") with
respect to its Registration Statement on Form S-3 which covers shares of
Common Stock Series A and Series B ("Shares") we are transmitting, in
accordance with the requirements of Regulation C, the following:
1. Registration Statement on Form S-3 covering Shares
to be offered by selling shareholders who have
received such Shares in non-public business ac-
quisition transactions;
2. The exhibits required to be filed with the
Registration Statement, being legal opinion and
consent, accountant's consent and powers of
attorney; and
3. The Company's request for acceleration of the
Registration Statement.
The fees are being transmitted to the designated lock box
depository.
The Prospectus to be used in connection with the shares
covered by the Registration Statement will also be used in connection with
the shares covered by the Registration Statement on Form S-3, File No. 33-
55075, initially filed with the Commission on August 16, 1994, declared
effective on August 31, 1994 (and the enclosed Prospectus shall constitute
Post-Effective Amendment No. 1 thereto).
The number of shares covered by Registration Statement No. 33-
55075 has increased pursuant to Rule 416 by reason of quarterly stock
dividends, and registrant is amending Registration Statement No. 33-55075
to reflect such increase. Registrant is requesting that such Post-
Effective Amendment No. 1 be declared effective together with the enclosed
Registration Statement.
If you have any questions, please do not hesitate to call
Jonathan H. Churchill or Doris Speer of this office, (212) 838-5600 (Fax:
212-753-6971), or Charles J. Weiss at the Company (203) 329-4612, (Fax:
(203) 329-4651).
Sincerely,
Jonathan H. Churchill
cc: Robert J. DeSantis
Charles J. Weiss
H. Roger Schwall (w/o enclosures)
Independent Auditors' Consent
The Board of Directors
Citizens Utilities Company:
We consent to the use of our report incorporated herein by reference and to
the reference to our firm under the heading "Experts" in the Prospectus.
KPMG PEAT MARWICK LLP
New York, New York
June 29, 1995
