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:
July 23, 1997
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(Date of earliest event reported)
CITIZENS UTILITIES COMPANY
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(Exact name of Registrant as specified in charter)
Delaware 001-11001 06-0619596
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
High Ridge Park, P.O. Box 3801, Stamford, Connecticut 06905
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(Address of principal executive offices) (Zip Code)
(203) 329-8800
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(Registrant's telephone number, including area code)
No change since last report
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(Former name or address, if changed since last report)
<PAGE>
Item 5. Other Events
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Citizens Utilities Company announced today that the Company's
Series A common stock will be converted into Series B common stock effective
August 25, 1997.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits
99 Press release of Citizens Utilities Company released
July 23, 1997.
<PAGE>
SIGNATURES
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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 hereunto duly authorized.
CITIZENS UTILITIES COMPANY
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Registrant
By:/s/ Livingston E. Ross
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Vice President and Controller
Date: July 23, 1997
Contact: Brigid M. Smith Arthur D. Dague
(203) 329-5042 (203) 329-5094
[email protected] [email protected]
CITIZENS UTILITIES TO COMBINE ITS SERIES A AND SERIES B
COMMON STOCK INTO ONE SERIES
Stamford, Conn., July 23, 1997 -- Citizens Utilities announced today
that effective August 25, 1997, the company's Series A common stock will be
converted into Series B common stock. The result will be a single common stock,
Citizens Series B. Effective Monday, August 25, 1997, Citizens will have a
single common stock trading on the New York Stock Exchange under the ticker
symbol "CZN."
Citizens' Chairman, Leonard Tow, stated, " The conversion of Series A
common stock into Series B will eliminate any confusion that investors may
experience when deciding to purchase Citizens stock. In addition, investors will
benefit from improved liquidity as a result of having one series of common
stock." Mr. Tow emphasized that the company's dividend policy will remain
unchanged after the conversion and that Citizens will continue to pay a
quarterly stock dividend that is non-taxable upon receipt.
***
The following answer the most commonly asked questions about
the conversion of Series A common stock into Series B common stock:
- The conversion rate is one-for-one; for each share of Series A common stock
that someone holds, that share becomes one share of Citizens Series B common
stock.
- Neither shareholders of record nor those whose shares are held in street
name have to exchange their Series A stock for Series B stock. The
conversion will happen automatically on the books of the company and the
brokerage or custodial institution. The CUSIP number shown on the Series A
stock certificates will be recognized as Series B.
- The conversion of Series A common stock into Series B common stock is a
non-taxable transaction. Also, all common stock shareholders will continue
to receive stock dividends that are non-taxable upon receipt.
- For federal income tax purposes, the adjusted basis of a shareholder's
Series A shares will carry over and become the basis of the Series B shares.
***
Citizens Utilities provides telecommunications and public utility
services to approximately 1.6 million customers in 22 states. Citizens
Communications operates an integrated distribution network over which it
provides local, long-distance, paging, cellular, network sales and other
communications products and services. Citizens also has investments in
Centennial Cellular Corp. (NASDAQ: CYCL) and Hungarian Telephone and Cable Corp.
(AMEX: HTC) and owns Electric Lightwave, Inc., a leading competitive provider of
communications services for business and long-distance carriers in the western
United States.
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For more information about citizens, please visit our Web site at
http://www.czn.net
