-----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, BPXIEtjUINZmOTnaHgweWWmvFCNOHytiR5q5zvzLNZazuOFsNjo0VBTXfVD9vO6L t+6boL2FstrF+WzLw4UQFA== 0000020520-94-000004.txt : 19940404 0000020520-94-000004.hdr.sgml : 19940404 ACCESSION NUMBER: 0000020520-94-000004 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIZENS UTILITIES CO CENTRAL INDEX KEY: 0000020520 STANDARD INDUSTRIAL CLASSIFICATION: 4931 IRS NUMBER: 060619596 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 34 SEC FILE NUMBER: 001-11001 FILM NUMBER: 94519847 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 11K FOR SAVINGS PLAN 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, 1993 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 0-1291 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, 1994 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, 1993 and 1992 4 Statements of Income and Changes in Plan Equity for the Years Ended December 31, 1993, 1992 and 1991 5 Notes to Financial Statements 6-9 Schedules: I - Investments as of December 31, 1993 10 II - Allocation of Plan Equity to Investment Options as of December 31, 1993 and 1992 11-12 III - Allocations of Plan Income and Changes in Plan Equity to Investment Options for the Years Ended December 31, 1993, 1992 and 1991 13-15 Independent Auditors' Consent Exhibit 1 Independent Auditors' Report ---------------------------- The Board of Directors Citizens Utilities Company: 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, 1993 and 1992, and the income and changes in Plan equity for each of the years in the three-year period ended December 1993 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 New York, New York March 28, 1994 Citizens Utilities 401(k) Savings Plan Statements of Plan Equity
December 31, Assets 1993 1992 - ------ ---- ---- Investments at market value: Stock Fund - Citizens Utilities Company Series B Common Stock at market value (Cost $1,296,264 in 1993 and $765,991 in 1992) $ 1,897,308 $ 1,025,348 Guaranteed Income Funds at contract value: Principal Mutual Life Insurance Company 165,800 0 Pacific Mutual Life Insurance Company 409,660 245,784 General American Life Insurance Company 660,785 647,890 ---------- ---------- Total Guaranteed Income Funds 1,236,245 893,674 Equity Fund - Capital Initiatives Equity Total Return Account Contract at market value (Cost $102,782 in 1993 and $53,479 in 1992) 113,092 57,261 Bond Fund - Vanguard GNMA Fund at market value (Cost $49,825 in 1993 and $30,046 in 1992) 49,726 30,302 Cash 19,945 15,049 Contributions receivable 212,746 0 Loans receivable 64,961 0 Other receivable 13,440 6,247 ---------- ---------- Total Assets $3,607,463 $2,027,881 ========== ========== Liabilities and Plan Equity - --------------------------- Accounts Payable 120,998 31,043 Distributions payable to participants 13,002 2,117 ---------- ---------- Total Liabilities 134,000 33,160 ---------- ---------- Plan Equity $3,473,463 $1,994,721 ========== ========== See accompanying notes to financial statements
Citizens Utilities 401(k) Savings Plan Statements of Income and Changes in Plan Equity
Year Ended December 31, ---------------------------------------- 1993 1992 1991 ---- ---- ---- Investment income: Dividends $ 0 $ 745 $ 4,428 Interest 83,963 52,277 14,005 ---------- ---------- -------- Total Investment income 83,963 53,022 18,433 Realized appreciation (depreciation): Stock Fund 29,334 1,302 (4) Equity Fund 1,546 (1,829) 304 Bond Fund 14 0 0 ---------- ---------- -------- Total realized appreciation (depreciation) 30,894 (527) 300 Unrealized appreciation (depreciation): Stock Fund 341,686 164,972 94,385 Equity Fund 6,527 5,611 (1,829) Bond Fund (355) 256 0 ---------- ---------- -------- Total unrealized appreciation: 347,858 170,839 92,556 Employee contributions 1,053,460 978,241 831,090 Distributions (27,524) (68,416) (58,340) Participants' contributions used for life insurance policy payments (9,909) (10,598) (11,879) ---------- ---------- -------- Change in Plan Equity 1,478,742 1,122,561 872,160 Plan Equity, beginning of year 1,994,721 872,160 0 ---------- ---------- -------- Plan Equity, end of year $3,473,463 $1,994,721 $872,160 ========== ========== ========
See accompanying notes to financial statements Citizens Utilities 401(k) Savings Plan Notes to Financial Statements Years Ended December 31, 1993, 1992 and 1991 (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 Stock Fund which invests in Citizens Utilities Company ("the Company") Series B Common Stock, a Guaranteed Income Fund, an Equity Fund, a Bond Fund, and Life Insurance which may cover the Participant, his/her spouse and dependent children. (b) Stock Fund ---------- Stock dividends on the Series B shares are received in additional full and fractional Series B shares. Stock dividends are not reported as dividend income on the Statements of Income and Changes in Plan Equity and Allocation of Plan Equity to Investment Options Schedules. The stock dividends positively affect the unrealized appreciation. Shares received from stock dividends in 1993, 1992 and 1991 were 2,966, 1,166 and 464, respectively. (c) Guaranteed Income Fund ----------------------
Annual Compounded Guaranteed Income Contribution Maturity Rate of Contract Issuer Period Date Return ----------------- ------------------ -------- --------- 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% General American Life Ins., Co. 7/1/91 to 6/30/92 6/30/96 8.30%
(d) Equity Fund ----------- Contributions are invested with Capital Initiatives Equity Total Return Account Contract ("Equity TRAC"). The return on the Equity Fund is linked to the performance of the Standard and Poor's 500 Index. The dividends earned on the Equity Fund are reinvested in Equity TRAC units. (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". The dividends earned 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 insurance was provided by Inter-American Life Insurance Company ("Inter-American"). Participants who maintained life insurance policies before January 1, 1992 had their coverage remain intact. Participants may have up to 25% of their contributions used to pay premiums on a selected amount of life insurance coverage. Insurance certificates are issued to all 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 will have no effect on plan assets as the Participants' contributions used to purchase life insurance policies are not assets of the plan. Certain of the policies have been assumed by other insurance companies and the Company is presently negotiating to have the remainder of the policies continued by those or other insurance companies. (g) Loans ----- Participants in the Plan for two years or more may request to borrow up to the lesser of 50% of their vested account balance or $50,000, in both cases limited to their salary deferral account balance on the Valuation Date preceding the date on which the loans are 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 credited to Participants' accounts as they are made over the term of the loans by payroll deductions. Upon termination of employment, a Participant's loan note is generally cancelled and the Participant's distribution is reduced by the amount of his/her 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. (3) Eligibility ----------- The plan is sponsored by the Company. Employees of Citizens or its subsidiaries whose terms and conditions of employment are determined under collective bargaining agreements will be entitled to participate in the Plan. Enrollment dates are on January 1 and July 1 of each year. At December 31, 1993 there were 599 employees eligible to participate in the Plan and 482 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. The balance of their contribution (or their entire contribution if they do not elect life insurance) may be apportioned in 5% increments to any combination of the other four investment options. At December 31, 1993 the number of accounts in each investment option was as follows: Number of Accounts --------- Stock fund 335 Guaranteed income fund 260 Equity fund 75 Bond Fund 39 Life Insurance 28 Loan Fund 25 The Company is not obligated and has not contributed to the Plan to date. (5) Vesting ------- Participants are at all times fully vested in their Plan accounts. (6) Distribution of Benefits ------------------------ Upon termination of employment, a Participant may elect to receive payment in full of the vested portion of his/her account. The terminating Participant's vested account will be valued as of the end of the calendar quarter during which employment is terminated and paid promptly thereafter. 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 70.5. (7) 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 will be requested from the Internal Revenue service confirming such status. Schedule I Citizens Utilities 401(k) Savings Plan Investments December 31, 1993
Cost or Market or Number Contract Contract of Shares Value Value --------- -------- --------- Stock Fund - ---------- Citizens Utilities Company Series B Common Stock 105,406 $1,296,264 $1,897,308 ======= ========== ========== Guaranteed Income Funds - ----------------------- Group Annuity Contract #GA48409 Principal Mutual Life Insurance Company 165,800 165,800 Group Annuity Contract #GA25930-01 Pacific Mutual Life Insurance Company 409,660 409,660 Group Annuity Contract #GA998373-02 General American Life Insurance Company 660,785 660,785 ---------- ---------- Total Guaranteed Income Fund $1,236,245 $1,236,245 ========== ========== Equity Fund - ----------- Equity TRAC, Capital Initiatives 199 $ 102,782 $ 113,092 ======= ========== ========== Bond Fund - ---------- Vanguard GNMA Fund 4,795 $ 49,825 $ 49,726 ======= ========== ==========
Schedule II Citizens Utilities 401(k) Savings Plan Allocation of Plan Equity to Investment Options December 31, 1993
Insurance or Guaranteed Disbursement Loan Stock Fund Income Funds Equity Fund Bond Fund Fund Fund ---------- ------------ ----------- --------- ------------ ------- Assets: Investment in Citizens Utilities Company Series B Common Stock at market value $1,897,308 $ -- $ -- $ -- $ -- $ -- Investment in Group Annuity Contract at contract value -- 1,236,245 -- -- -- -- Investment in Equity TRAC, Capital Initiatives Equity Fund at market value -- -- 113,092 -- -- -- Investment in Vanguard GNMA Fund at market value -- -- -- 49,726 -- -- Cash -- -- -- -- 5,035 14,910 Contribution Receivable 97,557 -- 7,887 2,182 105,120 -- Loan Receivable -- -- -- -- -- 64,961 Interest receivable 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 II Citizens Utilities 401(k) Savings Plan Allocation of Plan Equity to Investment Options December 31, 1992
Guaranteed Insurance Stock Fund Income Funds Equity Fund Bond Fund Fund ---------- ------------ ----------- --------- ------------ Assets: Investment in Citizens Utilities Company Series B Common Stock at market value $1,025,348 $ -- $ -- $ -- $ -- Investment in Group Annuity Contract at contract value -- 893,674 -- -- -- Investment in Equity TRAC, Capital Initiatives Equity Fund at market value -- -- 57,261 -- -- Investment in Vanguard GNMA Fund at market value -- -- -- 30,302 -- Cash 54 142 14,853 -- -- Interest receivable -- 5,772 40 168 267 ---------- -------- ------- ------- -------- Total Assets 1,025,402 899,588 72,154 30,470 267 ---------- -------- ------- ------- -------- Liabilities: Accounts payable 19,734 106,887 8,717 679 (104,974) Distributions payable to participants 1,068 1,049 -- -- -- ---------- -------- ------- ------- -------- Total Liabilities 20,802 107,936 8,717 679 (104,974) ---------- -------- ------- ------- -------- Plan Equity $1,004,600 $791,652 $63,437 $29,791 $105,241 ========== ======== ======= ======= ======== Schedule III
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 Funds Equity Fund Bond Fund Fund Loan Fund ---------- ------------ ----------- --------- ------------ --------- Investment Income: Dividends $ -- $ -- $ -- $ -- $ -- $ -- Interest -- 79,392 175 2,348 69 1,979 Realized appreciation 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 - Others 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) -- ---------- ---------- -------- ------- -------- -------- Change 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-1
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 Funds Equity Fund Bond Fund Fund ---------- ------------ ----------- --------- ----------- Investment Income: Dividends $ -- $ -- $ 745 $ -- $ -- Interest -- 50,889 -- 1,353 35 Realized appreciation 1,302 -- (1,829) -- -- (depreciation) Unrealized appreciation 164,972 -- 5,611 256 -- Employee contributions 413,861 415,021 53,078 18,361 77,920 Net Transfers - Others 35,631 327 (45,779) 9,821 -- Distributions (25,665) (42,719) (32) -- -- Participants' contributions used for Life Insurance policy payments -- -- -- -- (10,598) ---------- -------- ------- ------- -------- Change 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 ========== ======== ======= ======= ========
Schedule III-2 Citizens Utilities 401(k) Savings Plan Allocation of Plan Income and Changes in Plan Equity To Investment Options Year Ended December 31, 1991
Guaranteed Insurance Stock Fund Income Funds Equity Fund Fund ---------- ------------ ----------- ------------ Investment income: Dividends $ -- $ -- $ 4,428 $ -- Interest -- 14,003 -- 2 Realized appreciation (depreciation) (4) 304 -- -- Unrealized appreciation (depreciation) 94,385 -- (1,829) -- Employee contributions 332,063 399,759 49,507 49,761 Net Transfers - Other 3,662 (4,000) 338 -- Distributions (15,607) (41,932) (801) -- Participants' contributions used for Life Insurance policy payments -- -- -- (11,879) -------- -------- ------- ------- Change in Plan Equity 414,499 368,134 51,643 37,884 -------- -------- ------- ------- Plan Equity, end of year $414,499 $368,134 $51,643 $37,884 ======== ======== ======= =======
Exhibit 1 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 28, 1994, relating to the statements of plan equity of the Citizens Utilities 401(k) Savings Plan as of December 31, 1993 and 1992, 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, 1993, which report appears in the December 31, 1993 annual report on Form 11-K of Citizens Utilities 401(k) Savings Plan. KPMG PEAT MARWICK New York, New York March 29, 1994 -----END PRIVACY-ENHANCED MESSAGE-----