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:
January 9, 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)
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Item 5. Other Events
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On January 9, 1997 Citizens and BHP Hawaii, Inc. announced
that they had entered into a definitive agreement for Citizens to purchase all
of the outstanding stock of Gasco, Inc. for approximately $100 million.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits
99 Press release of Citizens Utilities Company released
January 9, 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: January 16, 1997
FOR IMMEDIATE RELEASE
Contact: Brigid M. Smith Andrea L. Simpson
Citizens Utilities BHP Hawaii/Gasco, Inc.
(203) 329-5042 (808) 547-3450
[email protected] Pager (808) 530-6989
Arthur Dague
Citizens Utilities
(203) 329-5094
[email protected]
CITIZENS UTILITIES TO ACQUIRE
BHP HAWAII'S GASCO, INC.
Stamford, CT and Honolulu, HI, January 9, 1997 -- Citizens Utilities and BHP
Hawaii, Inc. jointly announced today that they have entered into a definitive
agreement for Citizens to purchase all of the outstanding stock of Gasco, Inc.
for approximately $100 million. Gasco, Inc. is a gas distribution company
serving 70,000 customers in Hawaii. BHP Hawaii, Inc. is owned by The Broken Hill
Proprietary Company Limited (BHP), the largest publicly held company in
Australia. BHP had earlier announced its intention to divest Gasco, Inc. as part
of a worldwide strategic asset review. The transfer of ownership, which is
subject to Hawaii Public Utilities Commission and federal regulatory approvals,
is expected to be completed in mid-1997.
This transaction reinforces Citizens' strategic effort to focus on
geographic areas where it already has a strong market presence. The transaction
also fits well with BHP Hawaii's strategy to focus on refining and petroleum
product marketing.
Citizens' chairman and chief executive officer, Leonard Tow, said,
"Citizens' strategy is to acquire businesses that are within its core markets.
We are extremely knowledgeable about the gas business and excited about the
opportunity to add gas marketing in Hawaii to our electric operations in the
state." Mr. Tow remarked, "The Hawaiian market is unique, and we pride ourselves
on understanding the challenges and benefits of operating in the State."
Mr. Tow added, "This transaction will generate increased earnings,
earnings per share and cash flow for Citizens shareholders from the outset. The
transaction will be funded from balance sheet liquidity and internally generated
cash flows."
Henry Neal, president of BHP Hawaii, Inc., stated, "We are extremely
pleased to enter this transaction with a company that has a history of providing
quality opportunities for its employees and excellent service to its customers."
He added, "Citizens has a long and commendable record of service to the people
of Hawaii and a great deal of experience in the electric and gas businesses. I
am delighted that their expertise and commitment to excellence will now be
shared with Gasco's employees and customers."
In commenting on the transaction, Hawaii Governor Ben Cayetano said,
"Citizens Utilities' new multi-million dollar investment demonstrates continued
confidence in Hawaii's economy. The State is encouraged by Citizens' commitment
to provide quality gas and electric services for Hawaii's consumers."
Citizens Utilities (NYSE: CZNA, CZNB, CZNPr) is a telecommunications
and utility company serving 1.8 million customers in 20 states.
The Broken Hill Proprietary Company Limited (NYSE: BHP) is an
international resources company with four main businesses, petroleum, steel,
copper and minerals. Headquartered in Melbourne, Australia, BHP has offices,
operations, exploration and development sites in 59 countries.
