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 27, 1999
(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.
Citizens Utilities Company entered into definitive agreements to
purchase from GTE Corporation 187,000 (year-end 1998) telephone access
lines in Arizona, California and Minnesota for $664 million in cash.
The Company expects that the acquisition, which is subject to various
state and regulatory approvals will be completed in 2000, at
which time the total access lines should number approximately 200,000.
Permanent funding of the acquisition will come from the sale or other
disposition of certain of the Company's public services properties.
Item 7. Financial Statements, Exhibits.
(c) Exhibits
99.1 Press release of Citizens Utilities Company released
May 27, 1999 announcing definitive agreements to
purchase 187,000 telephone access lines from GTE
Corporation.
<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/ Robert J.DeSantis
----------------------------
Chief Financial Officer,
Vice President and Treasurer
Date: May 28, 1999
Exhibit 99.1
Company Logo Citizens Utilities
3 High Ridge Park
Stamford, CT 06905
203.614.5600
Web site: www.czn.net
FOR IMMEDIATE RELEASE
Contacts:
Financial Community: Media:
Alan H. Oshiki, Assistant Vice President Brigid M. Smith, Assistant
and Assistant Treasurer Vice President
(203) 614-5629 Corporate Communications
[email protected] (203) 614-5042
[email protected]
Citizens Utilities to Acquire Approximately 200,000 Telephone Access Lines
for $664 Million
Stamford, Conn., May 27, 1999 -- Citizens Utilities (NYSE: CZN, CZNPr) announced
today that it has entered into definitive agreements to purchase from GTE
Corporation (NYSE: GTE) 187,000 (year-end 1998) telephone access lines in
Arizona, California and Minnesota for $664 million in cash. The company expects
that the acquisition, which is subject to various state and federal regulatory
approvals, will be completed in 2000, at which time the total access lines
should number approximately 200,000.
The transaction will involve all of GTE's local exchange properties in Minnesota
and Arizona and a portion of GTE's properties in California. The California and
Arizona properties are near exchanges that Citizens already owns and operates.
All of the properties will be accretive to cash flow.
"Over the next several years our goal is to grow our incumbent local exchange
business to 3 million access lines. These transactions are an important first
step toward expanding the segment of our business that commands the highest
public and private values," said Leonard Tow, Citizens' chairman and chief
executive officer.
"We expect to temporarily fund the transaction with either our cash and
investment balances or committed bank credit facilities. Permanent funding of
these and other potential access line purchases will come from the sale or other
disposition of certain of the company's public services properties."
"By realizing the hidden value of our public services properties and using the
proceeds to expand our telecommunications footprint, we expect to be able to
significantly grow our inventory of access lines while maintaining a strong
investment grade balance sheet. In this alternative to the separation plan
announced in 1998, we expect to accomplish our goal of simplifying the company
to unlock shareholder value."
Citizens Utilities currently provides telecommunications services and public
services including gas distribution, electric distribution, water distribution
and wastewater treatment services to approximately 1.9 million customers in 22
states.
Citizens Communications currently operates all-digital, local exchange
properties serving approximately one million access lines in 13 states: Arizona,
California, Idaho, Montana, Nevada, New Mexico, New York, Oregon, Pennsylvania,
Tennessee, Utah, West Virginia and Wisconsin.
Citizens Public Services serves approximately 900,000 customers in Arizona,
California, Colorado, Hawaii, Illinois, Indiana, Louisiana, Ohio, Pennsylvania,
and Vermont.
Citizens owns 83% of Electric Lightwave, Inc., (NASDAQ: ELIX) a leading
full-service, facilities-based integrated communications services provider of
enhanced data services, frame relay, ATM and Internet access solutions to
bandwidth intensive businesses and the growing e-commerce market.
This document contains forward-looking statements that are subject to risks and
uncertainties that could cause actual results to differ materially from those
expressed or implied in the statements. These and all forward-looking statements
are only predictions or statements of current plans that are constantly under
review by the company. All forward-looking statements may differ from actual
results because of, but not limited to, changes in the local and overall
economy, changes in market conditions for debt and equity securities, the nature
and pace of technological changes, the number and effectiveness of competitors
in the company's markets, success in overall strategy, weather conditions,
changes in legal or regulatory policy, changes in legislation, the company's
ability to identify future markets and successfully expand existing ones and the
mix of products and services offered in the company's target markets. These
important factors should be considered in evaluating any statement contained
herein and/or made by the company or on its behalf. The foregoing information
should be read in conjunction with the company's filings with the U.S.
Securities and Exchange Commission including, but not limited to, reports on
Forms 10-K and 10-Q. The company does not intend to update or revise these
forward-looking statements to reflect the occurrence of future events or
circumstances.
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