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 Employee Stock Purchase 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) 329-5600
(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 2,500,000 $7.875 $19,687,500 $5,474
per Share Interests
============================== ==================== ===================== ======================= ================
(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 7/8, the average of the reported high and low prices on
the New York Stock Exchange on January 26, 1999.
Pursuant to General Instruction E. to Form S-8 and Rule 429 under the
Securities Act of 1933, the Prospectus to be delivered pursuant to this
Registration Statement will be a combined prospectus relating also to
(i) the shares registered hereunder and (ii) to the remaining unsold
shares registered under Registration Statement No. 33-54376 filed on
November 9, 1992. The Post-Effective Amendment shall become effective
upon filing in accordance with Section 8(c) of the Securities Act of
1933 and Rule 464 promulgated thereunder.
(2) This Registration Statement shall be deemed to cover additional
securities to be issued in connection with, or as a result of, stock
splits, stock dividends, distributions of securities, recapitalizations
and similar transactions.
</TABLE>
<PAGE>
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.
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.
<PAGE>
Item 7. Exemption from Registration Claimed
___________________________________
Grants of Restricted Stock were made to officers in private
transactions. Securities offered under the Plan are being registered under the
Act.
Item 8. Exhibits
________
Exhibit No. Description
___________ ___________
5 Opinion of Counsel as to legality of Common Stock being issued.
23.1 Consent of KPMG LLP.
23.2 Consent of Counsel (contained in Exhibit 5).
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 2nd
day of February, 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
/s/LEONARD TOW* Chief Executive Officer, February 2, 1999
_______________ Chairman of the Board, and
(Leonard Tow) Director
/s/ROBERT J. DESANTIS Chief Financial Officer, Vice February 2, 1999
____________________ President and Treasurer
(Robert J. DeSantis)
/s/LIVINGSTON ROSS Controller February 2, 1999
__________________
(Livingston Ross)
/s/NORMAN I. BOTWINIK* Director February 2, 1999
_____________________
(Norman I. Botwinik)
/s/AARON I. FLEISHMAN Director February 2, 1999
_____________________
(Aaron I. Fleishman)
/s/JAMES C. GOODALE* Director February 2, 1999
___________________
(James C. Goodale)
/s/STANLEY HARFENIST* Director February 2, 1999
____________________
(Stanley Harfenist)
/s/ANDREW N. HEINE* Director February 2, 1999
__________________
(Andrew N. Heine)
/s/JOHN L. SCHROEDER* Director February 2, 1999
____________________
(John L. Schroeder)
_______________ Director
(Robert D. Siff)
/s/ROBERT A. STANGER* Director February 2, 1999
___________________
(Robert A. Stanger)
Director
___________________________
(Charles H. Symington, Jr.)
/s/EDWIN TORNBERG* Director February 2, 1999
________________
(Edwin Tornberg)
/s/CLAIRE TOW* Director February 2, 1999
________________
(Claire Tow)
</TABLE>
*By:/s/ Robert J. DeSantis
___________________________
(Robert J. DeSantis)
Attorney - in - Fact
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
___________ ___________
5 Opinion of Counsel
23.1 Consent of KPMG LLP
24 Powers of Attorney
EXHIBIT 5
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, NY 10004-1490
(212) 858-1000
January 26, 1999
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 2,500,000
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 Employee Stock Purchase 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;
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 and to the reference made to our firm under "Legal
Opinions" in the prospectus constituting part of 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,
/s/ Winthrop, Stimson, Putnam & Roberts
<PAGE>
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, 1996, and 1995, 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 29, 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 Employee Stock Purchase Plan (1992)
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 Employee Stock Purchase Plan (1992)
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 Employee Stock Purchase Plan (1992)
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 Employee Stock Purchase Plan (1992)
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 Employee Stock Purchase Plan (1992)
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 Employee Stock Purchase Plan (1992)
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 Employee Stock Purchase Plan (1992)
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 Employee Stock Purchase Plan (1992)
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 her 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 Employee Stock Purchase Plan (1992)
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 her 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 Employee Stock Purchase Plan (1992)
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>
