SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CITIZENS UTILITIES COMPANY
(Exact name of registrant as specified in its charter)
Delaware 06-0619596
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
High Ridge Park, Bldg. No. 3, Stamford, Connecticut 06905
(Address of Principal Executive Offices) (Zip Code)
Citizens Utilities Company 1996 Equity Incentive Plan
(Full title of the plan)
Robert J. DeSantis
Chief Financial Officer, Vice President and Treasurer
Citizens Utilities Company
High Ridge Park
P.O. Box 3801
Stamford, Connecticut 06905
(Name and address of agent for service)
(203) 614-5600
(Telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
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=============================== ==================== ====================== ===================== =================
Title of Securities to Be Amount to Be Proposed Maximum Proposed Maximum Amount of
Registered Registered (1) Offering Price Per Aggregate Offering Registration
Share (1) Price (1) Fee (1)
=============================== ==================== ====================== ====================== =================
Common Stock, par value $.25 12,000,000 $7.84375 $94,125,000 $26,166.752
per Share
=============================== ==================== ====================== ====================== =================
(1)......Estimated solely for the purpose of calculating the registration fee. Calculated under Rule 457(h) with respect to the
estimated maximum number of registrant's securities issuable under the Plan and a price per share of $7.84375, the average of the
reported high and low prices on the New York Stock Exchange on January 20, 1999.
<PAGE>
</TABLE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of documents by reference
The following documents filed by Citizens Utilities Company ("Company" or
"Citizens") with the Securities and Exchange Commission ("Commission") pursuant
to the Securities Exchange Act of 1934 ("Exchange Act") are hereby incorporated
by reference in this Registration Statement:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1997, as supplemented.
2. The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, June 30, and September 30, 1998.
3. The Company's Current Reports on Form 8-K filed on March 13, April
7, May 6, May 19, August 14, and November 10,1998.
All documents filed by Citizens pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which de-registers all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
The Company will provide without charge to each person to whom a copy of
the material describing the Plan is delivered, upon the written or oral request,
a copy of each document incorporated by reference in Item 3 of Part II of the
Registration Statement (not including the exhibits to such documents, unless
such exhibits are specifically incorporated by reference in such documents).
Such documents are incorporated by reference in the documents comprising the
prospectus. The Company will also provide without charge, upon written or oral
request, copies of other documents required to be delivered to participants
pursuant to Rule 428(b) under the Securities Act of 1933. Requests for such
copies should be directed to Citizens Utilities Company, 1996 Equity Incentive
Plan, Corporate Human Resources, Citizens Utilities Company, High Ridge Park,
Bldg. No. 3, Stamford, Connecticut, 06905 (203-614-5600).
Item 4. Description of Securities
The Company's Common Stock is registered under Section 12 of the
Exchange Act.
Item 5. Interests of Named Experts and Counsel
None.
<PAGE>
Item 6. Indemnification of Directors and Officers
Citizens, 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, (the "Act") as therein provided. In addition,
Citizens' By-Laws 24 and 24A and a resolution adopted by the Board of Directors
in connection with the issuance of certain securities of Citizens provide for
indemnification of specified persons, including officers and directors of
Citizens, for liabilities, including those arising under said Act, as provided
in said By-Laws and resolution. Generally, By-Laws 24 and 24A provide that, to
the fullest extent permitted by applicable law, Citizens shall indemnify and
hold harmless, among others, any officer or director of Citizens or any other
entity for which he or she is acting at the request of Citizens, from and
against any loss, damage or claim incurred by such person by reason of any act
or omission performed or omitted by such person in good faith on behalf of
Citizens and in a manner such person reasonably believed to be in the best
interests of Citizens. Such By-Laws, generally speaking, also provide that, to
the fullest extent permitted by applicable law, expenses (including legal fees)
incurred by a person in defending against any such liability shall be advanced
by Citizens subject to specified conditions. Citizens' Certificate of
Incorporation further provides that no director shall be liable to Citizens or
its stockholders for monetary damages for breach of fiduciary duty as a
director, with stated exceptions.
Insurance is maintained 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 7. Exemption from Registration Claimed
Securities offered under the Plan are being registered under the Act. All
grants of restricted stock and performance stock which have been made to Company
officers were made without payment by the participants.
Item 8. Exhibits
Exhibit No. Description
4.1 Form of Restricted Stock Agreement.
4.2 Form of Performance Stock Agreement
5 Opinion of Counsel as to legality of Common Stock
being issued.
23.1 Consent of KPMG LLP.
23.2 Consent of Winthrop, Stimson, Putnam & Roberts
(contained in Exhibit No. 5).
<PAGE>
24 Powers of Attorney.
Item 9. Undertakings
(a) 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 Securities Act of 1933;
(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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(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 statement.;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the 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
Securities Act of 1933, 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of the
Plan's annual report pursuant to 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunder
duly authorized, in the City of Stamford, and State of Connecticut, on the 22nd
day of January, 1999.
CITIZENS UTILITIES COMPANY
By: /s/ Robert J. DeSantis
________________________________
Robert J. DeSantis
Chief Financial Officer,
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.
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<S> <C> <C>
Signature Title Date
LEONARD TOW* Chief Executive Officer,
____________ Chairman of the Board, and
(Leonard Tow) Director January 22,1998
/s/ ROBERT J. DESANTIS
______________________ Chief Financial Officer, Vice
(Robert J. DeSantis) President and Treasurer January 22,1999
/s/ LIVINGSTON ROSS
___________________
(Livingston Ross) Controller January 22,1999
NORMAN I. BOTWINIK*
___________________
(Norman I. Botwinik) Director January 22,1999
AARON I. FLEISHMAN*
___________________
(Aaron I. Fleishman) Director January 22,1999
JAMES C. GOODALE*
__________________
(James C. Goodale) Director January 22,1999
STANLEY HARFENIST*
___________________
(Stanley Harfenist) Director January 22,1999
ANDREW N. HEINE*
_________________
(Andrew N. Heine) Director January 22,1999
JOHN L. SCHROEDER*
___________________
(John L. Schroeder) Director January 22,1999
________________
(Robert D. Siff) Director
ROBERT A. STANGER*
___________________
(Robert A. Stanger) Director January 22,1999
___________________________
(Charles H. Symington, Jr.) Director
EDWIN TORNBERG*
_______________
(Edwin Tornberg) Director January 22,1999
CLAIRE TOW*
____________
(Claire Tow) Director January 22,1999
*By/s/ ROBERT DESANTIS
(Robert DeSantis)
(Attorney-in-Fact)
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
4.1 Form of Restricted Stock Agreement
4.2 Form of Performance Stock Agreement
5 Opinion of Counsel
23.1 Consent of KPMG LLP
23.2 Consent of Winthrop, Stimson, Putnam &
Roberts (contained in Exhibit No. 5)
24 Powers of Attorney
<PAGE>
Exhibit 4.1
RESTRICTED STOCK AGREEMENT
This Agreement is made as of the _______________________ ("Date of Award")
between Citizens Utilities Company, a Delaware corporation (the "Company") and
______ (the "Grantee"). In consideration of the agreements set forth below, the
Company and the Grantee agree as follows:
1. Grant. A restricted stock award ("Award") of ______ shares
("Award Shares") of the Company's common stock ("Common Stock"),
is hereby granted by the Company to the Grantee subject to the
following terms and conditions and to the provisions of the
Equity Incentive Plan (the "Plan"), the terms of which are
incorporated by reference herein.
2. Transfer Restrictions. None of the Award Shares shall be sold,
assigned, pledged or otherwise transferred, voluntarily or
involuntarily, by the Grantee.
3. Release of Restrictions.
(a) The restrictions set forth in Section 2 above shall lapse on
_____________ of the Award Shares on _______________ and the
remaining ______________ on ______________.
(b) The restrictions set forth in Section 2 above with respect
to the Award Shares, to the extent they have not lapsed in
accordance with subsection (a) of this Section 3 , shall
lapse in accordance with the Plan as a result of Grantee's
disability, death, retirement or an action by the Plan
Committee, in its sole discretion, terminating such
restrictions.
4. Forfeiture. The Award Shares shall be forfeited to the Company
upon the Grantee's termination of employment with the Company
prior to the date the restrictions lapse as provided in Section 3
above or in the event the Company notifies Grantee in writing,
that Company has determined that Grantee has breached the terms
of Section 10 below.
5. Adjustment of Shares. Notwithstanding anything contained herein
to the contrary, in the event of any change in the outstanding
Common Stock resulting from a subdivision or consolidation of
shares, whether through reorganization, recapitalization, share
split, reverse share split, share distribution or combination of
shares or the payment of a share dividend, the Award Shares shall
be treated in the same manner in any such transaction as other
Common Stock. Any Common Stock or other securities received by
the Grantee with respect to the Award Shares in any such
transaction shall be subject to the restrictions and conditions
set forth herein.
6. Rights as Stockholder. The Grantee shall be entitled to all of
the rights of a stockholder with respect to the Award Shares
including the right to vote such shares and to receive dividends
and other distributions payable with respect to such shares since
the Date of Award. Any stock dividends payable with respect to
such shares shall bear the same restrictions as the underlying
shares. Said restrictions shall lapse at the same time as
restrictions lapse on the underlying shares.
7. Escrow of Share Certificates. Certificates for the Award Shares
shall be issued in the Grantee's name and shall be held by the
Company's transfer agent until all restrictions lapse or such
shares are forfeited as provided herein. A certificate or
certificates representing the Award Shares as to which
restrictions have lapsed shall be delivered upon the Grantee's
request upon such lapse.
8. Government Regulations. Notwithstanding anything contained herein
to the contrary, the Company's obligation to issue or deliver
certificates evidencing the Award Shares shall be subject to all
applicable laws, rules and regulations and to such approvals by
any governmental agencies or national securities exchanges as may
be required.
9. Withholding Taxes. The Company shall have the right to require
the Grantee to remit to the Company, or to withhold from other
amounts payable to the Grantee, as compensation or otherwise, an
amount sufficient to satisfy all federal, state and local
withholding tax requirements. The Company may offer Grantee the
right to have withholding requirements satisfied by the Company's
withholding of shares upon the timely written election of Grantee
to utilize shares for withholding tax purposes.
10. Confidentiality. (a) The Grantee acknowledges that the selection
of Grantee to receive the Award Shares as well as the amount and
terms of the Award are to be held confidential by Grantee and by
the Company. Grantee may disclose the Award to immediate family
members and nonemployee investment or legal advisors who all are
to be required by grantee to respect the confidentiality
obligations of Grantee. Breech of Grantee's duty of the
confidentiality required by this Section 10 shall subject Grantee
to forfeiture of the Award and other discipline including
discharge.
Company shall notify Grantee of such breech of the
duty of confidentiality in writing. Grantee may within 10 days of
receipt of such notice, request review of the determination by
the Compensation Committee of Company's Board of Directors.
(b) Company may disclose information as to the Award to
Employees administering the Award, to Grantee's supervisors and
to the Company's transfer Agent. Information regarding the Award
may be disclosed by either Grantee or Company if required by the
terms of an order by any court or regulatory agency.
11. Employment. Nothing in this Agreement shall confer upon Grantee
any right to continue in the employ of Company, nor shall it
interfere in any way with the right of the Company to terminate
Grantee's employment at any time.
12. Plan Grantee acknowledges receipt of a copy of the Plan, agrees
to be bound by the terms and provisions of the Plan, and agrees
to acknowledge, upon request of Company, receipt of any
prospectus or prospectus amendment provided to Grantee by
Company.
13. Securities Laws. Grantee agrees to comply with all applicable
securities laws upon sale or disposition of shares acquired
hereunder.
14. Notices. Notices to Company shall be addressed to it at:
3 High Ridge Park
Stamford, CT 06905
and to Grantee at:
Company or Grantee may from time to time designate in writing
different addresses for receipt of notice. Notice shall be deemed
given when properly addressed and sent first class or express mail.
15. Governing Law. The terms of this Agreement shall be binding upon
Company, Grantee and their respective successors and assigns.
This Agreement shall be performed under and determined in
accordance with the laws of the State of Connecticut.
In Witness Whereof, the Company has caused this Award to be
granted on the date first above written.
CITIZENS UTILITIES COMPANY
By: ______________________________
ACCEPTED BY GRANTEE:
___________________________
Exhibit 4.2
PERFORMANCE AWARD AGREEMENT
This Agreement is made as of the _______________________, between Citizens
Utilities Company, a Delaware corporation (the "Company") and ______________
(the "Grantee"). In consideration of the agreements set forth below, the Company
and the Grantee agree as follows:
1. Grant. A performance award ("Award") of ________ shares ("Award
Shares") of the Company's common stock ("Common Stock"), is
hereby granted by the Company to the Grantee subject to the
following terms and conditions and to the provisions of the
Equity Incentive Plan (the "Plan"), the terms of which are
incorporated by reference herein.
2. Transfer Restrictions. None of the Award Shares shall be sold,
assigned, pledged or otherwise transferred, voluntarily or
involuntarily, by the Grantee.
3. Release of Restrictions.
(a) The restrictions set forth in Section 2 above shall lapse
upon achievement by the Company of ____________ of Earnings
Before Interest, Taxes, Depreciation and Amortization
(EBITA) for the ________ performance period of _________.
(b) The restrictions set forth in Section 2 above with respect
to the Award Shares, to the extent they have not lapsed in
accordance with subsection (a) of this Section 3 , shall
lapse in accordance with the Plan as a result of Grantee's
disability, death, retirement or an action by the Plan
Committee, in its sole discretion, terminating such
restrictions.
4. Forfeiture. The Award Shares shall be forfeited to the Company on
__________________, if the performance criteria as provided in
Section 3 (a) is not attained or upon the Grantee's termination
of employment with the Company prior to the date the performance
period ends.
5. Adjustment of Shares. Notwithstanding anything contained herein
to the contrary, in the event of any change in the outstanding
Common Stock resulting from a subdivision or consolidation of
shares, whether through reorganization, recapitalization, share
split, reverse share split, share distribution or combination of
shares or the payment of a share dividend, the Award Shares shall
be treated in the same manner in any such transaction as other
Common Stock. Any Common Stock or other securities received by
the Grantee with respect to the Award Shares in any such
transaction shall be subject to the restrictions and conditions
set forth herein.
<PAGE>
6. Rights as Stockholder. The Grantee shall be entitled to all of
the rights of a stockholder with respect to the Award Shares
including the right to vote such shares and to receive dividends
and other distributions payable with respect to such shares since
the Date of Award. Any stock dividends payable with respect to
such shares shall bear the same restrictions as the underlying
shares. Said restrictions shall lapse at the same time as
restrictions lapse on the underlying shares.
7. Escrow of Share Certificates. Certificates for the Award Shares
shall be issued in the Grantee's name and shall be held by the
Company's transfer agent until all performance criteria are met
or such shares are forfeited as provided herein. A certificate or
certificates representing the Award Shares as to which
restrictions have lapsed shall be delivered upon the Grantee's
request upon such lapse.
8. Government Regulations. Notwithstanding anything contained herein
to the contrary, the Company's obligation to issue or deliver
certificates evidencing the Award Shares shall be subject to all
applicable laws, rules and regulations and to such approvals by
any governmental agencies or national securities exchanges as may
be required.
9. Withholding Taxes. The Company shall have the right to require
the Grantee to remit to the Company, or to withhold from other
amounts payable to the Grantee, as compensation or otherwise, an
amount sufficient to satisfy all federal, state and local
withholding tax requirements. The Company may offer Grantee the
right to have withholding requirements satisfied by the Company's
withholding of shares upon the timely written election of Grantee
to utilize shares for withholding tax purposes.
10. Confidentiality
(a) The Grantee acknowledges that the selection of Grantee to
receive the Award Shares as well as the amount and terms of the
Award are to be held confidential by Grantee and by the Company.
Grantee may disclose the Award to immediate family members and
non-employee investment or legal advisors who all are to be
required by grantee to respect the confidentiality obligations of
Grantee. Breech of Grantee's duty of the confidentiality required
by this Section 10 shall subject Grantee to forfeiture of the
Award and other discipline including discharge.
Company shall notify Grantee of such breech of the duty of
confidentiality in writing. Grantee may within 10 days of
receipt of such notice, request review of the determination by
the Compensation Committee of Company's Board of Directors.
(b) Company may disclose information as to the Award to Employees
administering the Award, to Grantee's supervisors and to the
Company's transfer Agent. Information regarding the Award may be
disclosed by either Grantee or Company if required by the terms
of an order by any court or regulatory agency.
<PAGE>
11. Employment. Nothing in this Agreement shall confer upon Grantee
any right to continue in the employ of Company, nor shall it
interfere in any way with the right of the Company to terminate
Grantee's employment at any time.
12. Plan. Grantee acknowledges receipt of a copy of the Plan, agrees
to be bound by the terms and provisions of the Plan, and agrees
to acknowledge, upon request of Company, receipt of any
prospectus or prospectus amendment provided to Grantee by
Company.
13. Securities Laws. Grantee agrees to comply with all applicable
securities laws upon sale or disposition of shares acquired
hereunder.
14. Notices. Notices to Company shall be addressed to it at:
3 High Ridge Park
Stamford, CT 06905
and to Grantee at:
Company or Grantee may from time to time designate in writing
different addresses for receipt of notice. Notice shall be deemed
given when properly addressed and sent first class or express
mail.
15. Governing Law. The terms of this Agreement shall be binding upon
Company, Grantee and their respective successors and assigns.
This Agreement shall be performed under and determined in
accordance with the laws of the State of Connecticut.
In Witness Thereof, the Company has caused this Award to be
granted on the date first above written.
CITIZENS UTILITIES COMPANY
By: _____________________________________
ACCEPTED BY GRANTEE:
__________________________
EXHIBIT 5
January 20, 1998
Citizens Utilities Company
Three High Ridge Park
Stamford, CT 06905
Gentlemen:
As special counsel to Citizens Utilities Company (the "Company"), a
Delaware corporation (the "Company"), in connection with the registration under
the Securities Act of 1933 (the "Act"), of up to 12,000,000 shares (subject to
adjustment) of common stock of the Company, par value $.25 per share, to be sold
or delivered by the Company from time to time pursuant to the Citizens Utilities
Company 1996 Equity Incentive Plan ("Plan"), we have examined the registration
statement on Form S-8 (the "Registration Statement") in regard thereto filed
under the Act and such other documents as we have considered necessary for the
purposes of this opinion. Based upon such examination, we hereby advise you
that:
We are of the opinion that, in the event that originally issued shares of
common stock of the Company shall be sold or delivered to Plan participants
pursuant to the provisions of the Plan (the "Offered Stock"), and such Offered
Stock is sold or delivered in accordance with the Plan and the Registration
Statement, as amended or supplemented from time to time, upon completion of the
steps enumerated in the next succeeding paragraph, the Offered Stock will be
validly issued, fully paid and non-assessable.
The steps which are referred to in the foregoing opinion are:
(a) It shall be determined that the public service commissions, or other
regulatory agencies or bodies, or other political entities relating to public
utilities matters of the pertinent states shall be without jurisdiction, or
shall have declined to exercise jurisdiction over the issuance and sale of the
Offered Stock pursuant to the Plan, or shall have issued appropriate orders
approving and authorizing the issuance of the Offered Stock pursuant to the Plan
and such orders shall be in full force and effect;
(b) An appropriate order of the Federal Energy Regulatory Commission with
respect to the issuance of the Offered Stock pursuant to the Plan shall be in
full force and effect;
(c) The Offered Stock shall have been duly issued, delivered and
consideration therefore received in accordance with the provisions of the Plan,
and any conditions to transferability or exercisability by the Plan participants
shall have been fulfilled and satisfied.
We have assumed that the consideration received will equal or exceed the
par value per share of the Offered Stock.
We are members of the bar of the State of New York. In rendering the
foregoing opinion we express no opinion as to laws other than the laws of the
State of New York, the General Corporation Law of the State of Delaware and the
Federal laws of the United States.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not hereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Securities and Exchange Commission.
Very truly yours,
Winthrop, Stimpson, Putnam & Roberts
EXHIBIT 23.1
The Board of Directors
Citizens Utilities Company
We consent to the incorporation by reference in the registration statement on
Form S-8 of Citizens Utilities Company of our report dated March 11, 1998,
relating to the balance sheets of Citizens Utilities Company as of December 31,
1997 and 1996, and the related statements of income, shareholders' equity and
cash flows for each of the years in the three-year period ended December 31,
1997, which report appears in the December 31, 1997 annual report on Form 10-K
of Citizens Utilities Company.
KPMG LLP
New York, New York
January 22, 1999
EXHIBIT 24
POWER OF ATTORNEY
CITIZENS UTILITIES COMPANY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of CITIZENS
UTILITIES COMPANY constitutes and appoints Robert J. DeSantis and Livingston E.
Ross, jointly and severally, to act for him in any and all capacities to sign on
Form S-8 registering securities to be offered pursuant to the following employee
benefit plan of CITIZENS UTILITIES COMPANY:
Citizens Utilities Company Equity Incentive Plan (1996)
and any and all amendments and supplements to such Form, including any
amendments or supplements filing reoffer prospectuses for said Forms S-8, and to
file the same with the Securities and Exchange Commission, hereby ratifying and
conforming all that each of said attorneys-in-fact, or his substitute or
substitutes may do or cause to be done by virtue hereof.
/s/ Andrew N. Heine
-----------------------
Andrew N. Heine
December 15, 1998
<PAGE>
POWER OF ATTORNEY
CITIZENS UTILITIES COMPANY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of CITIZENS
UTILITIES COMPANY constitutes and appoints Robert J. DeSantis and Livingston E.
Ross, jointly and severally, to act for him in any and all capacities to sign on
Form S-8 registering securities to be offered pursuant to the following employee
benefit plan of CITIZENS UTILITIES COMPANY:
Citizens Utilities Company Equity Incentive Plan (1996)
and any and all amendments and supplements to such Form, including any
amendments or supplements filing reoffer prospectuses for said Forms S-8, and to
file the same with the Securities and Exchange Commission, hereby ratifying and
conforming all that each of said attorneys-in-fact, or his substitute or
substitutes may do or cause to be done by virtue hereof.
/s/ Norman I. Botwinik
-----------------------
Norman I. Botwinik
December 15, 1998
<PAGE>
POWER OF ATTORNEY
CITIZENS UTILITIES COMPANY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of CITIZENS
UTILITIES COMPANY constitutes and appoints Robert J. DeSantis and Livingston E.
Ross, jointly and severally, to act for him in any and all capacities to sign on
Form S-8 registering securities to be offered pursuant to the following employee
benefit plan of CITIZENS UTILITIES COMPANY:
Citizens Utilities Company Equity Incentive Plan (1996)
and any and all amendments and supplements to such Form, including any
amendments or supplements filing reoffer prospectuses for said Forms S-8, and to
file the same with the Securities and Exchange Commission, hereby ratifying and
conforming all that each of said attorneys-in-fact, or his substitute or
substitutes may do or cause to be done by virtue hereof.
/s/ Aaron I. Fleischman
-----------------------
Aaron I. Fleischman
December 15, 1998
<PAGE>
POWER OF ATTORNEY
CITIZENS UTILITIES COMPANY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of CITIZENS
UTILITIES COMPANY constitutes and appoints Robert J. DeSantis and Livingston E.
Ross, jointly and severally, to act for him in any and all capacities to sign on
Form S-8 registering securities to be offered pursuant to the following employee
benefit plan of CITIZENS UTILITIES COMPANY:
Citizens Utilities Company Equity Incentive Plan (1996)
and any and all amendments and supplements to such Form, including any
amendments or supplements filing reoffer prospectuses for said Forms S-8, and to
file the same with the Securities and Exchange Commission, hereby ratifying and
conforming all that each of said attorneys-in-fact, or his substitute or
substitutes may do or cause to be done by virtue hereof.
/s/ James C. Goodale
-----------------------
James C. Goodale
December 15, 1998
<PAGE>
POWER OF ATTORNEY
CITIZENS UTILITIES COMPANY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of CITIZENS
UTILITIES COMPANY constitutes and appoints Robert J. DeSantis and Livingston E.
Ross, jointly and severally, to act for him in any and all capacities to sign on
Form S-8 registering securities to be offered pursuant to the following employee
benefit plan of CITIZENS UTILITIES COMPANY:
Citizens Utilities Company Equity Incentive Plan (1996)
and any and all amendments and supplements to such Form, including any
amendments or supplements filing reoffer prospectuses for said Forms S-8, and to
file the same with the Securities and Exchange Commission, hereby ratifying and
conforming all that each of said attorneys-in-fact, or his substitute or
substitutes may do or cause to be done by virtue hereof.
/s/ John L. Schroeder
-----------------------
John L. Schroeder
December 15, 1998
<PAGE>
POWER OF ATTORNEY
CITIZENS UTILITIES COMPANY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of CITIZENS
UTILITIES COMPANY constitutes and appoints Robert J. DeSantis and Livingston E.
Ross, jointly and severally, to act for him in any and all capacities to sign on
Form S-8 registering securities to be offered pursuant to the following employee
benefit plan of CITIZENS UTILITIES COMPANY:
Citizens Utilities Company Equity Incentive Plan (1996)
and any and all amendments and supplements to such Form, including any
amendments or supplements filing reoffer prospectuses for said Forms S-8, and to
file the same with the Securities and Exchange Commission, hereby ratifying and
conforming all that each of said attorneys-in-fact, or his substitute or
substitutes may do or cause to be done by virtue hereof.
/s/ Edwin Tornberg
-----------------------
Edwin Tornberg
December 15, 1998
<PAGE>
POWER OF ATTORNEY
CITIZENS UTILITIES COMPANY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of CITIZENS
UTILITIES COMPANY constitutes and appoints Robert J. DeSantis and Livingston E.
Ross, jointly and severally, to act for him in any and all capacities to sign on
Form S-8 registering securities to be offered pursuant to the following employee
benefit plan of CITIZENS UTILITIES COMPANY:
Citizens Utilities Company Equity Incentive Plan (1996)
and any and all amendments and supplements to such Form, including any
amendments or supplements filing reoffer prospectuses for said Forms S-8, and to
file the same with the Securities and Exchange Commission, hereby ratifying and
conforming all that each of said attorneys-in-fact, or his substitute or
substitutes may do or cause to be done by virtue hereof.
/s/ Robert A. Stanger
-----------------------
Robert A. Stanger
December 15, 1998
<PAGE>
POWER OF ATTORNEY
CITIZENS UTILITIES COMPANY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of CITIZENS
UTILITIES COMPANY constitutes and appoints Robert J. DeSantis and Livingston E.
Ross, jointly and severally, to act for him in any and all capacities to sign on
Form S-8 registering securities to be offered pursuant to the following employee
benefit plan of CITIZENS UTILITIES COMPANY:
Citizens Utilities Company Equity Incentive Plan (1996)
and any and all amendments and supplements to such Form, including any
amendments or supplements filing reoffer prospectuses for said Forms S-8, and to
file the same with the Securities and Exchange Commission, hereby ratifying and
conforming all that each of said attorneys-in-fact, or his substitute or
substitutes may do or cause to be done by virtue hereof.
/s/ Stanley Harfenist
-----------------------
Stanley Harfenist
December 15, 1998
<PAGE>
POWER OF ATTORNEY
CITIZENS UTILITIES COMPANY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of CITIZENS
UTILITIES COMPANY constitutes and appoints Robert J. DeSantis and Livingston E.
Ross, jointly and severally, to act for him in any and all capacities to sign on
Form S-8 registering securities to be offered pursuant to the following employee
benefit plan of CITIZENS UTILITIES COMPANY:
Citizens Utilities Company Equity Incentive Plan (1996)
and any and all amendments and supplements to such Form, including any
amendments or supplements filing reoffer prospectuses for said Forms S-8, and to
file the same with the Securities and Exchange Commission, hereby ratifying and
conforming all that each of said attorneys-in-fact, or his substitute or
substitutes may do or cause to be done by virtue hereof.
/s/ Claire Tow
-----------------------
Claire Tow
December 15, 1998
<PAGE>
POWER OF ATTORNEY
CITIZENS UTILITIES COMPANY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of CITIZENS
UTILITIES COMPANY constitutes and appoints Robert J. DeSantis and Livingston E.
Ross, jointly and severally, to act for him in any and all capacities to sign on
Form S-8 registering securities to be offered pursuant to the following employee
benefit plan of CITIZENS UTILITIES COMPANY:
Citizens Utilities Company Equity Incentive Plan (1996)
and any and all amendments and supplements to such Form, including any
amendments or supplements filing reoffer prospectuses for said Forms S-8, and to
file the same with the Securities and Exchange Commission, hereby ratifying and
conforming all that each of said attorneys-in-fact, or his substitute or
substitutes may do or cause to be done by virtue hereof.
/s/ Leonard Tow
-----------------------
Leonard Tow
December 15, 1998
<PAGE>
