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:
October 18, 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 has agreed to sell its water and wastewater
operations, Citizens Water Resources, to American Water Works Inc.
for an aggregate purchase price of $835 million consisting of $745
million in cash and $90 million of assumed debt. The transaction is
expected to close in mid-year 2000 following regulatory approvals.
Item 7. Financial Statements, Exhibits.
(c) Exhibits
99.1 Press release of Citizens Utilities Company released
October 18, 1999 announcing that it has agreed to sell
its water and wastewater operations, Citizens Water
Resources to American Water Works Inc.
<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: October 18, 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, Brigid M. Smith,
Assistant Vice President Assistant Vice President
and Assistant Treasurer Corporate Communications
(203) 614-5629 (203) 614-5042
[email protected] [email protected]
Citizens Utilities Sells Water and Wastewater Businesses
to American Water Works
for $835 Million
STAMFORD, Conn., October 18, 1999 - Citizens Utilities (NYSE: CZN, CZNPr)
announced today that it has agreed to sell its water and wastewater operations,
Citizens Water Resources, to American Water Works Inc. (NYSE: AWK) for an
aggregate purchase price of $835 million consisting of $745 million in cash and
$90 million of assumed debt. The transaction is expected to close in mid-year
2000 following regulatory approvals.
Citizens Water Resources is the first of Citizens' Public Services
businesses to be sold. Sales of Citizens' gas and electric businesses are
expected to be completed by year-end. The proceeds from the divestitures will be
used to permanently fund Citizens' announced acquisitions of nearly 800,000
telephone access lines.
Citizens Water Resources serves 305,000 customers, representing a
population of about one million, in six states: Arizona, California, Illinois,
Indiana, Ohio and Pennsylvania.
For the twelve months ended June 30, 1999 and excluding the operating
results for Electric Lightwave, Citizens Water Resources contributed 8 percent
of Citizens' earnings before interest, taxes, depreciation and amortization and
11 percent of Citizens' operating income.
"This transaction affirms our confidence in the substantial value of
our Public Services businesses," said Leonard Tow, Citizens' chairman and chief
executive officer. "Based on the level of interest expressed by prospective
purchasers of our gas and electric operations, we are confident that there will
be a very spirited competition for these properties."
Morgan Stanley Dean Witter serves as financial advisor for the
disposition of Citizens' Public Services businesses.
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.
