-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, rlNe35XYkFjcb1v8f4tOFJQ/TKvVDhIbXnPWvdNsNHn04wAHZnoEHwJCbUAWQUwu 6kEtQxJjD/U3peWy29T6Hw== 0000020520-95-000016.txt : 199506290000020520-95-000016.hdr.sgml : 19950629 ACCESSION NUMBER: 0000020520-95-000016 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950628 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIZENS UTILITIES CO CENTRAL INDEX KEY: 0000020520 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 060619596 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11001 FILM NUMBER: 95550004 BUSINESS ADDRESS: STREET 1: HIGH RIDGE PK BLDG 3 STREET 2: P O BOX 3801 CITY: STAMFORD STATE: CT ZIP: 06905 BUSINESS PHONE: 2033298800 11-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 11-K ANNUAL REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year End December 31, 1994 Citizens Utilities 401(k) Savings Plan (Full title of the Plan) Citizens Utilities Company High Ridge Park, Stamford Connecticut 06905 (Name of issuer of the securities held pursuant to the Plan and address of its principal executive office) Commission File Number 001-11001 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has caused this Annual Report to be signed by the duly authorized undersigned there unto duly authorized. Date: March 31, 1995 By: Citizens Utilities Company, Plan Administrator of the Citizens Utilities 401(k) Savings Plan By: Livingston E. Ross ----------------------------- Livingston E. Ross Vice President and Controller Citizens Utilities 401(k) Savings Plan Index to Financial Statements and Schedules Page ---- Independent Auditors' Report 3 Financial Statements: Statements of Plan Equity as of December 31, 1994 and 1993 4 Statements of Income and Changes in Plan Equity for the Years Ended December 31, 1994, 1993 and 1992 5 Notes to Financial Statements 6-9 Schedules: I - Investments as of December 31, 1994 10 II - Allocation of Plan Equity to Investment Options as of December 31, 1994 and 1993 11-12 III - Allocations of Plan Income and Changes in Plan Equity to Investment Options for the Years Ended December 31, 1994, 1993 and 1992 13-15 Independent Auditors' Consent Exhibit 1 Independent Auditors' Report ---------------------------- Citizens Utilities Company, Plan Administrator of the Citizens Utilities 401(k) Savings Plan: We have audited the financial statements of the Citizens Utilities 401(k) Savings Plan as listed in the accompanying index. In connection with our audits of the financial statements, we have also audited the supporting schedules as listed in the accompanying index. These financial statements and supporting schedules are the responsibility of the Plan Administrator. Our responsibility is to express an opinion on these financial statements and supporting schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Plan Administrator, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the plan equity of the Citizens Utilities 401(k) Savings Plan at December 31, 1994 and 1993, and the income and changes in plan equity for each of the years in the three-year period ended December 1994 in conformity with generally accepted accounting principles. Also in our opinion, the related supporting schedules, when considered in relation to the basic financial statements taken as a whole, present fairly, in all material respects, the information set forth therein. KPMG PEAT MARWICK LLP New York, New York March 31, 1995 Citizens Utilities 401(k) Savings Plan Statements of Plan Equity December 31, Assets 1994 1993 - ------ ---- ---- Investments: Stock Fund - at market value (Cost $4,301,431 in 1994 and $1,296,264 in 1993) $ 4,035,479 $ 1,897,308 Guaranteed Income Fund - at contract value 3,188,950 1,236,245 Equity Fund - at market value (Cost $871,290 in 1994 and $102,782 in 1993) 853,531 113,092 Bond Fund - at market value (Cost $144,216 in 1994 and $49,825 in 1993) 141,114 49,726 Cash and cash equivalents 3,282,253 19,945 Contributions receivable 528,199 212,746 Loans receivable 505,017 64,961 Other receivables 117,672 13,440 ---------- ---------- Total Assets 12,652,215 3,607,463 ---------- ---------- Liabilities and Plan Equity - --------------------------- Accounts Payable 36,293 120,998 Distributions payable to participants 12,644 13,002 ---------- ---------- Total Liabilities 48,937 134,000 ---------- ---------- Plan Equity $12,603,278 $3,473,463 ========== ========== See accompanying notes to financial statements Citizens Utilities 401(k) Savings Plan Statements of Income and Changes in Plan Equity Year Ended December 31, ---------------------------------------- 1994 1993 1992 ---- ---- ---- Investment income: Dividends $ 120 $ 0 $ 745 Interest 197,179 83,963 52,277 ----------- ---------- ---------- Total Investment income 197,299 83,963 53,022 Realized gains (losses): Stock Fund 39,604 29,334 1,302 Equity Fund 10,269 1,546 (1,829) Bond Fund (159) 14 0 ----------- ---------- ---------- Total realized gains (losses) 49,714 30,894 (527) Unrealized appreciation (depreciation): Stock Fund (1,015,727) 341,686 164,972 Guaranteed Income Fund 195,220 0 0 Equity Fund (27,187) 6,527 5,611 Bond Fund (3,190) (355) 256 ----------- ---------- ---------- Total unrealized appreciation (depreciation) (850,884) 347,858 170,839 Transfer into Plan: GTE Hourly Savings Plan Assets 7,601,749 0 0 Contributions: Employees 2,226,148 1,053,460 978,241 Employer 46,874 0 0 ----------- ---------- ---------- Total contributions 2,273,022 1,053,460 978,241 Distributions (133,008) (27,524) (68,416) Participants' contributions used for life insurance policy payments (8,077) (9,909) (10,598) ----------- ---------- ---------- Change in Plan Equity 9,129,815 1,478,742 1,122,561 Plan Equity, beginning of year 3,473,463 1,994,721 872,160 ----------- ---------- ---------- Plan Equity, end of year $12,603,278 $3,473,463 $1,994,721 =========== ========== ========== See accompanying notes to financial statements Citizens Utilities 401(k) Savings Plan Notes to Financial Statements Years Ended December 31, 1994, 1993 and 1992 (1) Summary of Significant Accounting Policies ------------------------------------------ (a) Basis of Presentation --------------------- The Citizens Utilities 401(k) Savings Plan (the "Plan") provides Participants with five investment options: a Citizens Utilities Company (the "Company") Common Stock Series B Stock Fund a Guaranteed Income Fund, an Equity Fund, a Bond Fund, and Life Insurance. On December 31, 1993, the Company acquired from GTE Corp. certain telecommunications operations in Idaho, Tennessee, Utah and West Virginia. On June 30, 1994, the Company acquired from GTE Corp. telecommunications operations in New York. Effective January 1, 1994, participants in the GTE Hourly Savings Plan from the acquired GTE properties in West Virginia, Tennessee and Utah became participants in the Plan. Assets of the GTE Hourly Savings Plan totalling $4,148,109, exclusive of loan balances, were transferred to the Plan on August 30, 1994. Effective July 1, 1994, participants in the GTE Hourly Savings Plan from the acquired GTE Property in New York became participants in the Plan. Assets of the GTE Hourly Savings Plan totalling $3,015,450, exclusive of loan balances, were transferred to the plan on November 2, 1994. (b) Stock Fund ---------- The stock fund invests in shares of the Company's Common Stock Series B. Stock dividends are paid on the Common Stock Series B in additional full and fractional shares. Stock dividends are not reported as dividend income in the Statements of Income and Changes in Plan Equity, rather, stock dividends are capital transactions which have the effect of increasing plan shares and decreasing per share cost. Shares received from stock dividends in 1994, 1993 and 1992 were 8,688, 2,966 and 1,166, respectively. (c) Guaranteed Income Fund ---------------------- Annual Compound Guaranteed Income Contribution Maturity Rate of Contract Issuer Period Date Return - ----------------- ------------------ -------- --------- New York Life Ins., Co. 9/8/94 6/30/99 7.11% John Hancock Mutual Life Ins., Co. 7/1/94 to 6/30/95 6/30/98 6.94% Principal Mutual Life Ins., Co. 7/1/93 to 6/30/94 6/30/99 5.60% Pacific Mutual Life Ins., Co. 7/1/92 to 6/30/93 6/30/97 7.30% The Guaranteed Income Fund pays a blended interest rate for contracts purchased since July 1, 1992. This Blended Interest Rate is calculated using a weighted average of contract assets and the above annual compound rates of return. The blended interest rate is projected using assets in the above contracts and varies as contracts mature, as new contracts are purchased and with deposit and withdrawal experience. Investments made in this Fund between July 1, 1991 and June 30, 1992 earn a rate of return determined under a guaranteed insurance contract issued by the General American Life Insurance Company. This contract matures on June 30, 1996 and bears an annual compound rate of return of 8.30%. (d) Equity Fund ----------- Prior to June 30, 1994, contributions were invested in Capital Initiatives Equity Total Return Account Contract ("Equity TRAC"). The return on the Equity Fund was linked to the performance of the Standard and Poor's 500 Index. Contributions made after June 30, 1994 are invested in the Index Trust 500 portfolio managed by the Vanguard Group. This fund is a passive equity management vehicle which seeks to replicate the total return of the Standard and Poor's 500 stock index with dividends reinvested. The Equity Fund's balance as of June 30, 1994 was transferred to the Vanguard Index Trust 500 Portfolio. (e) Bond Fund --------- Contributions are invested in the GNMA Bond Fund managed by the Vanguard Group. The fund is comprised primarily of securities backed by the "full faith and credit of the U.S. Government". Dividends are received in cash and reinvested in additional Bond Fund shares. (f) Life Insurance -------------- After January 1, 1992 the life insurance option is no longer offered to existing and newly eligible participants. Prior to 1992 life insurance, which may cover the participant, his/her spouse and dependent children, was provided by Inter-American Life Insurance Company ("Inter-American"). Participants who maintained life insurance policies prior to January 1, 1992 had their coverage remain intact. These Participants may continue to have up to 25% of their contributions used to pay premiums on a selected amount of life insurance coverage. Insurance certificates are issued to Participants selecting this option and insurance policies are issued to Participants upon their retirement or termination. On December 23, 1991, the Circuit Court of Cook County, Illinois entered an Order of Liquidation with a Finding of Insolvency against Inter-American. The Order of Liquidation has no effect on Plan assets as the Participants' contributions used to purchase life insurance policies are not assets of the Plan. The face values of the policies and cash surrender values of the InterAmerican policies have been assumed by Jackson National Life Insurance Company and Commonwealth Life Insurance Company. (g) Loans ----- A Participant in the Plan for two years or more may request to borrow up to the lesser of 50% of his/her vested account balance or $50,000, in both cases limited to the Participant's salary deferral account balance on the valuation date preceding the date on which the loan is made. The loans are allocated to a Loan Fund. The interest rate on the loans is equal to the prime interest rate in effect at the beginning of the month in which loans are approved and remains fixed at that rate. Loan repayments are made through payroll deductions and are credited to the Participants' accounts as the payments are made. In the event of termination of employment, a Participant's loan note is generally canceled and the Participant's distribution is reduced by the amount of the outstanding loan balance. (2) Administration of the Plan -------------------------- Plan contributions are deposited with PNC Bank, the Plan Trustee. Plan administration costs are paid by the Company, the Plan Sponsor. (3) Eligibility ----------- Employees of the Company or its subsidiaries whose terms and conditions of employment are determined under collective bargaining agreements are entitled to participate in the Plan. Enrollment dates are on January 1 and July 1 of each year. At December 31, 1994 there were 1,640 employees eligible to participate in the Plan and 1,370 participants in the Plan. (4) Contributions ------------- Eligible employees may contribute up to 16% of their annual compensation through payroll deductions, subject to certain maximum contribution restrictions. Participants who maintained life insurance coverage after January 1, 1992 may continue to elect to make specific dollar allocations to purchase life insurance coverage. Contributions may be apportioned in 5% increments to any combination of the four investment options specified below. At December 31, 1994 the number of accounts in each fund option was as follows: Number of Accounts --------- Investment Option: Stock Fund 1,079 Guaranteed Income Fund 1,037 Equity Fund 479 Bond Fund 202 Life Insurance 28 Loan Fund 129 Beginning July 1, 1994, certain bargaining units are entitled to receive a Company contribution equal to 50% of the first 6% of each Participant's compensation (as defined by the Plan). Company contributions are invested entirely in the Stock fund. (5) Vesting ------- Participants are at all times fully vested in their own contributions and the allocated earnings thereon. Participants eligible for Company contributions become 100% vested in the Company's contributions and the related earnings on the Company's contributions upon disability, death, attainment of normal retirement age or after five years of service. For any other termination of employment, the vesting schedule is as follows: Vested Percentage of Company's Contributions and Years of Service Related Earnings ---------------- ----------------- Less than 2 years 0% 2 years but less than 3 years 40% 3 years but less than 4 years 60% 4 years but less than 5 years 80% 5 years or more 100% Non-vested forfeited employer contributions are used to reduce future Company contributions. (6) Termination of Plan ------------------- The Company's Board of Directors has the right under the terms of the Plan to discontinue contributions at any time and to terminate the Plan, subject to any limitations under collective bargaining agreements and the terms of the Employee Retirement Income Security Act of 1974 ("ERISA"). (7) Distribution of Benefits ------------------------ Upon termination of employment, a Participant is entitled to receive payment in full of the vested portion of his/her account. If the value of the terminating Participant's account exceeds $3,500, the Participant may elect to defer distribution. The distribution must begin on or before April 1st of the calendar year following the year the Participant attains age 70 1/2. (8) Federal Income Tax ------------------ The Plan is considered to be a qualified plan as described in Sections 401(a) and 401(k) of the Internal Revenue Code, as amended and, as such, the Trust established thereunder is exempt from payment of federal income taxes under provisions of Section 501(a) of the Internal Revenue Code. A determination letter has been requested from the Internal Revenue service confirming such status. Schedule I Citizens Utilities 401(k) Savings Plan Investments December 31, 1994 Cost or Market or Number Contract Contract of Shares Value Value --------- -------- --------- Stock Fund - ---------- Citizens Utilities Company Common Stock Series B 319,642 $4,301,431 $4,035,479 ======= ========== ========== Guaranteed Income Fund - ----------------------- Guaranteed Income Fund $3,188,950 $3,188,950 ========== ========== Equity Fund - ----------- Vanguard Index Trust Fund 19,863 $ 871,290 $ 853,531 ======= ========== ========== Bond Fund - ---------- Vanguard GNMA Fund 14,730 $ 144,216 $ 141,114 ======= ========== ==========
Schedule II Citizens Utilities 401(k) Savings Plan Allocation of Plan Equity to Investment Options December 31, 1994 Insurance or Guaranteed Disbursement Loan Stock Fund Income Fund Equity Fund Bond Fund Fund Fund ---------- ------------ ----------- --------- ------------ ------- Assets: Investment in Stock Fund - at market value $4,035,479 $ -- $ -- $ -- $ -- $ -- Investment in Guaranteed Income Fund - at contract value -- 3,188,950 -- -- -- -- Investment in Equity Fund - at market value -- -- 853,531 -- -- -- Investment in Bond Fund - at market value -- -- -- 141,114 -- -- Cash and cash equivalents 1,557,752 810,346 728,312 185,843 -- -- Contributions receivable 282,448 154,119 71,108 20,524 -- -- Loans receivable -- -- -- -- -- 505,017 Other receivables 25,215 39,808 17,378 1,332 -- 33,939 ---------- ---------- -------- ------- -------- ------- Total Assets 5,900,894 4,193,223 1,670,329 348,813 -- 538,956 ---------- ---------- -------- ------- -------- ------- Liabilities: Accounts payable -- 2,354 33,939 Distributions payable to participants 66 12,578 -- -- ---------- ---------- -------- ------- -------- ------- Total Liabilities 66 12,578 2,354 33,939 ---------- ---------- -------- ------- -------- ------- Plan Equity $5,900,828 $4,180,645 $1,670,329 $348,813 $(2,354) $505,017 ========== ========== ======== ======= ======== ======= Schedule II-1
Citizens Utilities 401(k) Savings Plan Allocation of Plan Equity to Investment Options December 31, 1993 Insurance or Guaranteed Disbursement Loan Stock Fund Income Fund Equity Fund Bond Fund Fund Fund ---------- ------------ ----------- --------- ------------ ------- Assets: Investment in Stock Fund - at market value $1,897,308 $ -- $ -- $ -- $ -- $ -- Investment in Guaranteed Income Fund - at contract value -- 1,236,245 -- -- -- -- Investment in Equity Fund - at market value -- -- 113,092 -- -- -- Investment in Bond Fund - at market value -- -- -- 49,726 -- -- Cash and cash equivalents -- -- -- -- 5,035 14,910 Contributions receivable 97,557 -- 7,887 2,182 105,120 -- Loans receivable -- -- -- -- -- 64,961 Other receivables 1,351 9,412 80 268 30 2,299 ---------- ---------- -------- ------- -------- ------- Total Assets 1,996,216 1,245,657 121,059 52,176 110,185 82,170 ---------- ---------- -------- ------- -------- ------- Liabilities: Accounts payable 11,992 82,322 -- 234 9,254 17,196 Distributions payable to participants 4,098 8,112 654 138 -- -- ---------- ---------- -------- ------- -------- ------- Total Liabilities 16,090 90,434 654 372 9,254 17,196 ---------- ---------- -------- ------- -------- ------- Plan Equity $1,980,126 $1,155,223 $120,405 $51,804 $100,931 $64,974 ========== ========== ======== ======= ======== ======= Schedule III
Citizens Utilities 401(k) Savings Plan Allocation of Plan Income and Changes in Plan Equity To Investment Options Year Ended December 31, 1994 Guaranteed Insurance Stock Fund Income Funds Equity Fund Bond Fund Fund Loan Fund ---------- ------------ ----------- --------- ------------ --------- Investment Income: Dividends $ -- $ -- $ 120 $ -- $ -- $ -- Interest 21,977 105,415 22,272 4,332 28,764 14,419 Realized gains (losses) 39,604 -- 10,269 (159) -- -- Unrealized appreciation (depreciation) (1,015,727) 195,220 (27,187) (3,190) -- -- Transfer into Plan: GTE Hourly Savings Plan Assets 3,475,215 2,131,620 1,313,457 243,266 -- 438,191 Contributions: Employees 1,192,647 708,752 251,258 65,414 8,077 -- Employer 46,874 -- -- -- -- -- ------------ ----------- --------------------- --------- -------- Total Contributions 1,239,521 708,752 251,258 65,414 8,077 -- Net transfers - other 189,232 39,675 (22,380) (13,873) (132,049) (60,605) Net transfers - loans 18,596 (71,642) 3,598 1,410 -- 48,038 Distributions (47,716) (83,618) (1,483) (191) -- -- Participants' contributions used for life insurance policy payments -- -- -- -- (8,077) -- ---------- ---------- -------- ------- -------- -------- Changes in Plan Equity 3,920,702 3,025,422 1,549,924 297,009 (103,285) 440,043 ---------- ---------- -------- ------- -------- -------- Plan Equity,beginning of year 1,980,126 1,155,223 120,405 51,804 100,931 64,974 ---------- ---------- -------- ------- -------- -------- Plan Equity, end of year $5,900,828 $4,180,645 $1,670,329 $348,813 $(2,354) $505,017 ========== ========== ======== ======= ======== ======== Schedule III-1
Citizens Utilities 401(k) Savings Plan Allocation of Plan Income and Changes in Plan Equity to Investment Options December 31, 1993 Guaranteed Insurance Stock Fund Income Fund Equity Fund Bond Fund Fund Loan Fund ---------- ------------ ----------- --------- ------------ --------- Investment Income: Dividends $ -- $ -- $ -- $ -- $ -- $ -- Interest -- 79,392 175 2,348 69 1,979 Realized gains 29,334 -- 1,546 14 -- -- Unrealized appreciation (depreciation) 341,686 -- 6,527 (355) -- -- Employee contributions 550,024 410,270 65,244 22,392 5,530 -- Net transfers - other 79,077 (64,278) (12,474) (2,325) -- -- Net transfers - loans (18,569) (42,445) (2,058) 77 -- 62,995 Distributions (6,026) (19,368) (1,992) (138) -- -- Participants' contributions used for life insurance policy payments -- -- -- -- (9,909) -- ---------- ---------- -------- ------- -------- -------- Changes in Plan Equity 975,526 363,571 56,968 22,013 (4,310) 64,974 ---------- ---------- -------- ------- -------- -------- Plan Equity,beginning of year 1,004,600 791,652 63,437 29,791 105,241 -- ---------- ---------- -------- ------- -------- -------- Plan Equity, end of year $1,980,126 $1,155,223 $120,405 $51,804 $100,931 $ 64,974 ========== ========== ======== ======= ======== ======== Schedule III-2
Citizens Utilities 401(k) Savings Plan Allocation of Plan Income and Changes in Plan Equity to Investment Options December 31, 1992 Guaranteed Insurance Stock Fund Income Fund Equity Fund Bond Fund Fund ---------- ------------ ----------- --------- ----------- Investment Income: Dividends $ -- $ -- $ 745 $ -- $ -- Interest -- 50,889 -- 1,353 35 Realized gains (losses) 1,302 -- (1,829) -- -- Unrealized appreciation 164,972 -- 5,611 256 -- Employee contributions 413,861 415,021 53,078 18,361 77,920 Net Transfers - other 35,631 327 (45,779) 9,821 -- Distributions (25,665) (42,719) (32) -- -- Participants' contributions used for life insurance policy payments -- -- -- -- (10,598) ---------- -------- ------- ------- -------- Changes in Plan Equity 590,101 423,518 11,794 29,791 67,357 ---------- -------- ------- ------- -------- Plan Equity,beginning of year 414,499 368,134 51,643 -- 37,884 ---------- -------- ------- ------- -------- Plan Equity, end of year $1,004,600 $791,652 $63,437 $29,791 $105,241 ========== ======== ======= ======= ========
EX-1 2 Independent Auditors' Consent ----------------------------- The Board of Directors Citizens Utilities Company: We consent to incorporation by reference in the registration statement (No. 33-37602) on Form S-8 of Citizens Utilities Company of our report dated March 31, 1995, relating to the statements of plan equity of Citizens Utilities 401(k) Savings Plan as of December 31, 1994 and 1993, and the related statements of income and changes in plan equity and related schedules for each of the years in the three-year period ended December 31, 1994, which report appears in the December 31, 1994 annual report on Form 11-K of Citizens Utilities 401(k) Savings Plan. KPMG PEAT MARWICK LLP New York, New York June 27, 1995 -----END PRIVACY-ENHANCED MESSAGE-----