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:
May 18, 1998
(Date of earliest event reported)
CITIZENS UTILITIES COMPANY
(Exact name of Registrant as specified in charter)
Delaware 001-11001 06-0619596
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
3 High Ridge Park, P.O. Box 3801, Stamford, Connecticut 06905
- ------------------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
(203) 614-5600
(Registrant's telephone number, including area code)
No change since last report
(Former name or address, if changed since last report)
<PAGE>
Item 5. Other Events
The Company announced that its Board of Directors has authorized the separation
of its Telecommunications businesses and Public Services into two stand-alone
publicly traded companies.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
99 Press release of Citizens Utilities Company released
May 18, 1998.
<PAGE>
SIGNATURES
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
Registrant
By:/s/ Livingston E. Ross
-----------------------------
Vice President and Controller
Date: May 18, 1998
EXHIBIT 99
Citizens Utilities
3 High Ridge Park
Stamford, CT 06905
203.614.5600
Web site: www.czn.net
Contacts:
Robert J. DeSantis Alan Oshiki Brigid M. Smith
Chief Financial Officer Assistant Vice President Assistant Vice President
(203) 614-5052 (203) 614-5629 (203) 614-5042
[email protected] [email protected] [email protected]
CITIZENS UTILITIES TO SEPARATE ITS TELECOMMUNICATIONS BUSINESSES AND PUBLIC
SERVICES BUSINESSES INTO TWO PUBLICLY TRADED COMPANIES
NEWLY FORMED TELECOMMUNICATIONS COMPANY TO BE AMONG NATION'S FASTEST GROWING
INTEGRATED COMMUNICATIONS PROVIDERS
Stamford, Connecticut, May 18, 1998 - Citizens Utilities (NYSE: CZN, CZNPr)
announced today that its Board of Directors has authorized the separation of the
Company's telecommunications businesses and public services businesses into two
stand-alone, publicly-traded companies. Upon separation, Citizens'
telecommunications businesses, which include an 83% interest in Electric
Lightwave, Inc. (NASDAQ: ELIX) as well as interests in other telecom properties,
will constitute one of the nation's fastest growing integrated communications
providers. Citizens' public services businesses, consisting of natural gas
distribution, electric distribution, water distribution and wastewater treatment
facilities in ten states, would continue to be operated as Citizens Utilities,
as they successfully have been for over 50 years.
Subject to the receipt of necessary regulatory approvals, the Company intends to
establish and transfer to a new company all of its telecommunications businesses
including Electric Lightwave. The separation is expected to be carried out
through a distribution of the stock of the new company to Citizens' shareholders
and is intended to be tax-free to Citizens and its shareholders for federal
income tax purposes.
Dr. Leonard Tow, chairman and chief executive officer of Citizens, said that,
"the separation of Citizens' telecommunications businesses and public services
businesses is being made in recognition of the different investment features,
valuation criteria, capital structures, dividend policies, customer requirements
and regulatory concerns associated with each of the respective businesses. We
believe that Citizens' telecommunications businesses and public services
businesses will be better able to pursue their own strategies and compete more
effectively as separate companies." Tow went on to say that, "the separation
will strengthen both businesses and enable each of them to take full advantage
of opportunities to enhance value. We believe that the separation is in the best
interests of the Company's security holders, customers and employees".
Commenting on the two businesses post separation, Tow said, "the newly formed
telecommunications company will be among the nation's fastest growing integrated
communications providers with strengths in voice, data and internet services.
With Electric Lightwave, one of the nations fastest growing competitive local
exchange carriers serving approximately seventy-five communities throughout the
western United States, as its growth engine, the new telecommunications company
is well positioned to take advantage of the rapidly expanding market for data
and the internet. Linked to Electric Lightwave's exceptional growth prospects
will be substantial local exchange operations that now serve approximately
900,000 telephone access lines. The significant cash flow generated from these
operations will enable the new telecommunications company to aggressively and
successfully pursue all of its growth opportunities."
"Citizens Utilities will continue to operate its geographically diverse public
service operations with a customer base of about 850,000. This well balanced
base of operations, combined with its competitive management culture, will
assure steady earnings and cash flow growth for the Company."
Dr. Tow stated that, "the decision to separate Citizens' telecommunications
businesses and public services businesses was reached after extensive evaluation
of alternatives by the Company's management and Board of Directors in
consultation with investment advisors and legal counsel. This review encompassed
a broad range of strategic, financial, legal, regulatory and competitive
considerations. Management and the Board believe that the separation of
Citizens' telecommunications businesses and public services businesses into two
stand-alone, publicly-traded companies will result in a significantly improved
market valuation for Citizens' assets."
The separation plan is expected to be implemented within one year. The Company
will shortly announce its selection of investment advisors to assist in the
implementation of the separation plan.
Citizens Utilities (NYSE: CZN, CZNPr) provides telecommunications services and
public services including natural gas distribution, electric distribution, water
distribution and wastewater treatment services to approximately 1.8 million
customers in 21 states. Citizens owns 83% of Electric Lightwave, Inc.
(NASDAQ:ELIX) and has a significant investment in Centennial Cellular Corp.
(NASDAQ:CYCL).
For more information on Citizens, please visit its web site at
http://www.czn.net.
