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:
February 15, 2000
(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 electric utility
operations. The Arizona and Vermont electric divisions will be sold to
Cap Rock Energy Corporation and the Kauai (Hawaii) electric division
will be sold to Kauai Island Electric Co-op for an aggregate purchase
price of $535 million. The transactions, which are subject to
regulatory approvals, are expected to close within twelve months.
Item 7. Financial Statements, Exhibits.
(c) Exhibits
99.1 Press release of Citizens Utilities Company released
February 15, 2000 announcing that it will sell all of
its electric utility operation.
<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
------------------------------------------
Vice President and Chief Financial Officer
Date: February 16, 2000
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 Sells Electric Utility
Operations for $535 Million
STAMFORD, Conn., February 15, 2000 - Citizens Utilities (NYSE: CZN, CZNPr)
announced today that it has agreed to sell all of its electric utility
operations. The Arizona and Vermont electric divisions will be sold to Cap Rock
Energy Corporation and the Kauai (Hawaii) electric division will be sold to
Kauai Island Electric Co-op for an aggregate purchase price of $535 million. The
transactions, which are subject to regulatory approvals, are expected to close
within twelve months.
Citizens' electric utility operations serve a total of 119,000 customers in
Arizona, Hawaii, and Vermont.
Citizens' electric utility operations are the second group of the company's
Public Services businesses to be sold. Citizens' water and wastewater operations
were sold in October 1999 for $835 million.
Still to be finalized are the sales of Citizens' gas distribution businesses.
The proceeds from the all of the divestitures will be used to permanently fund
Citizens' announced acquisitions of nearly one million telephone access lines.
Morgan Stanley Dean Witter is Citizens' financial advisor for the disposition of
the 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 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. 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.
