CITIZENS UTILITIES CO
8-K, 1999-12-20
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:
                                 December 16, 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 a definitive agreement to
         purchase from GTE Corporation 106,850 telephone access lines in
         Illinois for $303 million in cash.  The Company expects that the
         acquisition, which is subject to various state and federal regulatory
         approvals, will close in late 2000, at which time the total access
         lines should number approximately 115,000.

Item 7.  Financial Statements, Exhibits.

         (c)      Exhibits

                  99.1  Press release of Citizens Utilities Company released
                        December 16, 1999 announcing a definitive agreement to
                        purchase 106,850 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/ Livingston Ross
                                           ----------------------------
                                           Vice President and
                                           Chief Accounting Officer



Date:    December 20, 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 Vice
Investor Relations                            President Corporate Communications
(203) 614-5629                                (203) 614-5042
[email protected]                               [email protected]


          Citizens Utilities to Purchase 115,000 Telephone Access Lines
                              from GTE in Illinois


STAMFORD,  Conn.,  December 16, 1999 - Citizens  Utilities  (NYSE:  CZN,  CZNPr)
announced  today that it has entered  into a  definitive  agreement  to purchase
106,850  (year-end 1998) telephone access lines in Illinois from GTE Corporation
(NYSE:  GTE) for $303 million in cash.  Citizens  expects that the  acquisition,
which is subject to various state and federal regulatory  approvals,  will close
in late 2000, at which time the total access lines should  number  approximately
115,000.
         Combined with other access line purchases  announced earlier this year,
Citizens will be adding approximately 925,000 access lines in 2000.
         Citizens  Utilities  provides  telecommunications  services  and public
utility services to 1.9 million  customers in 22 states.  Citizens also owns 82%
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.  To fund
its  expansion  in the  telecommunications  business,  the company  will use the
proceeds  of  its  previously  announced  public  utility   divestitures.   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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