CITIZENS UTILITIES CO
8-K, 1999-09-22
ELECTRIC & OTHER SERVICES COMBINED
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                      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:
                                 September 21, 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 58,723 telephone access lines in Nebraska
         for $204 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 60,000.

Item 7.  Financial Statements, Exhibits.

         (c)      Exhibits

                  99.1  Press release of Citizens Utilities Company released
                        September 21, 1999 announcing definitive agreements to
                        purchase approximately 60,000 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:    September 22, 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,
and Assistant Treasurer                              Assistant Vice President
(203) 614-5629                                       Corporate Communications
[email protected]                                      (203) 614-5042
                                                     [email protected]


Citizens Utilities Signs Definitive Agreement to Purchase Approximately 60,000
Telephone Access Lines from GTE in Nebraska


STAMFORD,  Conn.,  September 21, 1999 - Citizens  Utilities  (NYSE:  CZN, CZNPr)
announced  today that it has entered  into a  definitive  agreement  to purchase
58,723 telephone access lines in Nebraska from GTE Corporation  (NYSE:  GTE) for
$204 million in cash. Citizens 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 60,000.
         Citizens  agreed in May and June of this year to  purchase  187,000 and
530,000 access lines from GTE and U S WEST respectively in 10 states,  including
Nebraska.  Citizens  will have over 70,000  access  lines in Nebraska  after the
transactions close.
         Citizens  Utilities  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 also owns 83% of Electric  Lightwave,  Inc. (NASDAQ:  ELIX), a
facilities-based,  integrated  communications provider that offers a broad range
of services to  telecommunications-intensive  businesses  throughout  the United
States. More information about Citizens can be found at www.czn.net.
         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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