SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CITIZENS UTILITIES CITIZENS UTILITIES CITIZENS UTILITIES
COMPANY CAPITAL L.P. TRUST
(Exact name of registrant (Exact name of registrant (Exact name of registrant
as specified in charter) as specified in as specified in
certificate of limited certificate of trust)
partnership)
DELAWARE DELAWARE DELAWARE
(State of incorporation (State of incorporation (State of incorporation
or organization) or organization) or organization)
06-0619596 06-1441535 06-6420665
(I.R.S. employer (I.R.S. employer (I.R.S. employer
identification number) identification number) identification number)
High Ridge Park 06905
Stamford, CT (Zip Code)
(Address of principal executive offices)
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box.[]
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box.[]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be registered each class is to be registered
% Equity Providing Preferred Income
Convertible Securities (servicemark)
("EPPICS") (servicemark) New York Stock Exchange
Convertible Preferred Securities Guarantee
with respect to EPPICS New York Stock Exchange
% Partnership Preferred Securities* New York Stock Exchange
Partnership Preferred Securities Guarantee
with respect to Partnership Preferred
Securities* New York Stock Exchange
% Convertible Subordinated Debentures* New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
- --------------------------------------------------------------------------
(Title of class)
*For listing purposes only, not for trading.<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
--------------------------------------------------------
The % Equity Providing Preferred Income Convertible Securities (the
"Convertible Preferred Securities") of Citizens Utilities Trust (the
"Trust"), a statutory business trust organized under the laws of the State
of Delaware, registered hereby represent preferred undivided beneficial
interests in the Trust and are guaranteed by Citizens Utilities Company, a
Delaware corporation (the "Company"), to the extent set forth in the Form of
Convertible Preferred Securities Guarantee Agreement, (the "Convertible
Preferred Securities Guarantee"), which as been filed as Exhibit 4.8 to the
Registration Statement on Form S-3 of the Company, Citizens Utilities Capital
L.P. ("Citizens Capital") and the Trust (Registration Nos. 33-63615-00, 33-
63615-01 and 33-63615-02) (the "Registration Statement"). The descriptions of
the Convertible Preferred Securities and the Convertible Preferred Securities
Guarantee are set forth in the Prospectus (as defined in Item 2 below), which
is included in and forms part of the Registration Statement, and such
descriptions are incorporated by reference herein.
The % Partnership Preferred Securities (the "Partnership Preferred
Securities") of Citizens Capital, a limited partnership organized under the
laws of the State of Delaware, registered hereby represent limited
partnership interests in Citizens Capital and are guaranteed by the Company
to the extent set forth in the Form of Partnership Preferred Securities
Guarantee Agreement (the "Partnership Guarantee"), which has been filed as
Exhibit 4.9 to the Registration Statement. The descriptions of the
Partnership Preferred Securities and the Partnership Guarantee are set forth
in the Prospectus, which is included in and forms part of the Registration
Statement, and such descriptions are incorporated by reference herein.
The % Convertible Subordinated Debentures due 2036 (the "Convertible
Debentures") of the Company registered hereby are issued under an Indenture
and First Supplemental Indenture of the Company with Chemical Bank. The Form
of Indenture and Form of First Supplemental Indenture have been filed as
Exhibits 4.3 and 4.4 to the Registration Statement. The description of the
Convertible Debentures registered hereby is set forth in the Prospectus,
which is included in and forms part of the Registration Statement, and such
description is incorporated by reference herein.<PAGE>
Item 2. Exhibits
--------
2.1 Registration Statement on Form S-3, as amended, filed with the
Securities and Exchange Commission on December 26, 1995, File
Nos. 33-63615-00, 33-63615-01 and 33-63615-02.
2.2 Prospectus contained within the Registration Statement, along
with any subsequent Prospectus (Preliminary or Final) pertaining
to the offer and sale of the Convertible Preferred Securities,
included within and forming a part of the Registration Statement
(the "Prospectus") (incorporated herein by this reference to the
Registration Statement).
2.3 Certificate of Trust dated October 13, 1995, of Citizens
Utilities Trust (incorporated herein by this reference to Exhibit
4.1 to the Registration Statement).
2.4 Form of Amended and Restated Declaration of Trust of Citizens
Utilities Trust, as amended and restated (incorporated herein by
this reference to Exhibit 4.2 to the Registration Statement).
2.5 Form of Indenture between Citizens Utilities Company and Chemical
Bank, as trustee (incorporated herein by this reference to
Exhibit 4.3 to the Registration Statement).
2.6 Form of First Supplemental Indenture between Citizens Utilities
Company and Chemical Bank, as trustee, with regard to the
issuance of the Convertible Debentures (incorporated herein by
this reference to Exhibit 4.4 to the Registration Statement).
2.7 Form of Certificate of Limited Partnership of Citizens Utilities
Capital L.P. (incorporated herein by this reference to Exhibit
4.6 to the Registration Statement).
2.8 Form of Amended and Restated Limited Partnership Agreement of
Citizens Utilities Capital L.P. (incorporated herein by this
reference to Exhibit 4.7 to the Registration Statement).
2.9 Form of Convertible Preferred Securities Guarantee Agreement
between Citizens Utilities Company and Chemical Bank, as
guarantee trustee (incorporated herein by this reference to
Exhibit 4.8 to the Registration Statement).
2.10 Form of Partnership Preferred Securities Guarantee Agreement
between Citizens Utilities Company and Chemical Bank, as
guarantee trustee (incorporated herein by this reference to
Exhibit 4.9 to the Registration Statement).
2.11 Form of % Convertible Debenture due , 2036 (incorporated
herein by this reference to Exhibit 4.5 to the Registration
Statement).
2.12 Form of % Convertible Preferred Security (incorporated herein
by this reference to Exhibit 4.10 to the Registration Statement).
2.13 Form of % Partnership Preferred Security (incorporated herein
by this reference to Exhibit 4.11 to the Registration Statement).<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrants have duly caused this registration statement to be
signed on their behalf by the undersigned, thereto duly authorized.
Dated: December 27, 1995
CITIZENS UTILITIES TRUST
By: /s/ ROBERT J. DeSANTIS
------------------------------
Robert J. DeSantis
Regular Trustee
By: /s/ EDWARD O. KIPPERMAN
------------------------------
Edward O. Kipperman
Regular Trustee
CITIZENS UTILITIES CAPITAL L.P.
By: CITIZENS UTILITIES COMPANY
General Partner
By: /s/ ROBERT J. DeSANTIS
----------------------------
Robert J. DeSantis
Vice President and Treasurer
CITIZENS UTILITIES COMPANY
By: /s/ ROBERT J. DeSANTIS
---------------------------
Robert J. DeSantis
Vice President and Treasurer
