-----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, dZIbDqaGBkdHYUCW3WLIu1Ei53OI+b1360enZXp0MaZ3juz/rUP/O7QKqioJL2LS YDp/Hqe9jmHiMNzErZqpGg== 0000020520-94-000010.txt : 19940706 0000020520-94-000010.hdr.sgml : 19940706 ACCESSION NUMBER: 0000020520-94-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940415 ITEM INFORMATION: Other events FILED AS OF DATE: 19940705 SROS: NYSE 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11001 FILM NUMBER: 94537697 BUSINESS ADDRESS: STREET 1: HIGH RIDGE PK BLDG 3 STREET 2: P O BOX 3801 CITY: STAMFORD STATE: CT ZIP: 06905 BUSINESS PHONE: 2033298800 8-K 1 FORM 8-K DATED APRIL 15, 1994 - CHEM BANK 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: (Date of earliest event reported) April 15, 1994 CITIZENS UTILITIES COMPANY (Exact name of registrant as specified in charter) Delaware 0-1291 06-0619596 (State or other jurisdiction(Commission File Number) (IRS Employer of incorporation) Identification No.) High Ridge Park, P.O. Box 3801, Stamford, Connecticut 06905 (Address of principal executive offices) (Zip code) (203) 329-8800 (Registrant's telephone number, including area code) No change since last report (Former name or former address, if changed since last report) Item 5. Other Events On April 15, 1994, the Registrant issued this Third Supplemental Indenture, supplemental to the Indenture dated as of August 15, 1991 between Citizens Utilities Company and Chemical Bank (Trustee), a copy of which is filed herewith as Exhibit 4.100.6 and incorporated herein by reference in its entirety. SIGNATURE 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 thereunto duly authorized. CITIZENS UTILITIES COMPANY (Registrant) Date: July 5, 1994 By:/s/ Robert J. DeSantis Vice President and Treasurer EX-4 2 THIRD SUPPLEMENTAL INDENTURE - EX 4.100.6 CITIZENS UTILITIES COMPANY TO CHEMICAL BANK (Trustee) THIRD SUPPLEMENTAL INDENTURE Dated as of April 15, 1994 Supplemental to the Indenture Dated as of August 15, 1991 THIRD SUPPLEMENTAL INDENTURE, dated as of April 15, 1994, between CITIZENS UTILITIES COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company"), having its principal administrative offices at High Ridge Park, Building No. 3, Stamford, Connecticut 06905, to CHEMICAL BANK, a New York banking corporation, as Trustee (herein called the "Trustee"), having its principal corporate trust office at 450 West 33rd Street, New York, New York 10001. RECITALS WHEREAS, the Company has entered into an Indenture dated as of August 15, 1991 (the "Indenture"), with the Trustee to provide for the issuance from time to time of the Company's debentures, notes or other evidences of indebtedness (herein called the "Securities"), to be issued in one or more series; and WHEREAS, the Company has entered into a First Supplemental Indenture dated as of August 15, 1991 (the "First Supplemental Indenture") with the Trustee to establish the form and terms of a series of Securities designated "8.45% Debentures Due 2001"; and WHEREAS, the Company has entered into a Second Supplemental Indenture dated as of January 15, 1992 (the "Second Supplemental Indenture") with the Trustee to establish the form and terms of a series of Securities designated "7.45% Debentures Due 2004"; and WHEREAS, Section 901 of the Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Indenture for, among other things, the purpose of establishing the form and terms of the Securities of any series as permitted in Sections 201 and 301 of the Indenture and adding to the covenants of the Company for the benefit of the Holders of any series of Securities; and WHEREAS, the Company by corporate action duly taken has authorized the issuance of a third series of Securities designated as the 7.60% Debentures Due 2006 (hereinafter sometimes called the "Debentures"), which series is limited in aggregate principal amount to $175,000,000, such Debentures to contain such provisions as have been determined by the Board of Directors of the Company and as are set forth in this Third Supplemental Indenture to the Indenture; and WHEREAS, all conditions have been complied with, all actions have been taken and all things have been done which are necessary to make the Debentures, when executed by the Company and authenticated by or on behalf of the Trustee and when delivered as herein and in the Indenture provided, the valid obligations of the Company, and to make this Third Supplemental Indenture a valid and binding supplemental indenture. NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE WITNESSETH: For and in consideration of the premises and the purchase of the Debentures by the holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all holders of the Debentures, as follows: Section 1. Definitions. For all purposes of this Third Supplemental Indenture, except as otherwise herein expressly provided or unless the context otherwise requires: (1) terms used herein in capitalized form and defined in the Indenture shall have the meanings specified in the Indenture; (2) the words "herein", "hereof" and "hereto" and other words of similar import used in this Third Supplemental Indenture refer to this Third Supplemental Indenture as a whole and not to any particular Section or other subdivision of this Third Supplemental Indenture; (3) the provisions of this Third Supplemental Indenture shall be read in conjunction with the provisions of the Indenture only with respect to the Debentures and the provisions of the Indenture and the First and Second Supplemental Indentures shall not be modified by this Third Supplemental Indenture with respect to any series of the Securities outstanding or to be outstanding under the Indenture, other than the Debentures. (4) terms defined in this Third Supplemental Indenture shall apply only to this Third Supplemental Indenture and the Debentures hereunder, and such definitions shall not apply to any supplemental indenture other than this Third Supplemental Indenture or to any Securities outstanding or to be outstanding under the Indenture, other than the Debentures. Except as otherwise expressly provided or unless the context otherwise requires, "Third Supplemental Indenture" means this instrument as originally executed or, if amended or supplemented pursuant to the applicable provisions of the Indenture, as amended or supplemented. Section 2. Forms of the Debentures. The Debentures shall be in substantially the form set forth in Exhibit A to this Third Supplemental Indenture, as such form may be completed pursuant to Section 3 hereof, the terms of which Exhibit A are herein incorporated by reference and made a part of this Third Supplemental Indenture. Section 3. Terms of the Debentures. The terms of the Debentures shall be as follows: (1) the Securities to be issued under the Indenture and this Third Supplemental Indenture shall be the Debentures and shall be designated as the "7.60% Debentures Due 2006"; (2) the Debentures shall constitute a single series of the Securities under the Indenture, which series is limited in aggregate principal amount to $175,000,000; (3) so long as any Debentures are registered in the name of CEDE & Co., or any other nominee of The Depository Trust Company, and are intended to be Book-Entry Securities, the provisions of Section 311 of the Indenture shall apply to such Debentures. Thereafter the Debentures may be subjected to the requirements of a successor book-entry securities system that may be adopted by the Company in accordance with the provisions of the Indenture and this Third Supplemental Indenture; (4) interest on each of the Debentures shall be payable at the rate per annum specified in the designation of the Debenture from the date of the first issuance of any Debenture, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually, on June 1 and December 1 in each year, commencing on December 1, 1994. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the Person in whose name such Debenture (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the May 15 or November 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date, except that May 15, 1994 shall not be a Regular Record Date. Any interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date by virtue of having been such a Holder and shall be paid by the Company as provided in Section 307 of the Indenture; (5) unless otherwise provided with respect to a Book-Entry Security or pursuant to any successor book-entry security system or similar system, payments of interest will be made by check mailed to the Holder of each Debenture at the address shown in the Security Register or, at the option of the Holder, to such other place in the United States of America as the Holder shall designate to the Trustee in writing. The principal amount of the Debentures will be paid at Maturity by check against presentation of the Debentures at the office or agency of Chemical Bank, as Trustee, in New York, New York, or such other address in New York, New York, as the Trustee shall designate by written notice to the Holders of the Debentures; (6) the Debentures shall be issued in registered form only and in denominations of $1,000 or any amount in excess thereof which is an integral multiple of $1,000; (7) principal and interest on the Debentures shall be payable in the coin or currency of the United States of America, which, at the time of payment, is legal tender for public and private debts; and (8) the Debentures shall be subject to defeasance, at the Company's option, as provided for in Sections 1302 of the Indenture. Upon the Company's exercise of the option to effect such defeasance under Section 1302 and/or 1302 of the Indenture in accordance with and subject to the terms thereof, the Company shall be released from its obligations with respect to the Debentures as provided in the applicable Section and other relevant provisions of the Indenture. Section 4. No Redemption by the Company. The Debentures will not be redeemable prior to maturity and will not be subject to any sinking fund. Section 5. Amendment to Indenture for Purposes of Third Series of Debentures. For all purposes of the Debentures and for no other purposes, subsection (4) of Section 501 shall read: "(4) default in the performance, or breach, of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely for the benefit of a series of Securities other than that series), and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of a majority in principal amount of the Outstanding Securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; or" For all purposes of the Debentures and for no other purposes, the first paragraph of Section 502 shall read: "If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of a majority in principal amount of the Outstanding Securities of that series may declare the principal amount (or, if any of the Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified in the terms thereof) of all of the Securities of that series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable." For all purposes of the Debentures and for no other purposes, subsection (2) of Section 507 shall read: "(2) the Holders of a majority in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder," For all purposes of the Debentures and for no other purposes, subsection (5) of Section 507 shall read: "(5) no direction inconsistent with such written request has been given to the Trustee during such 90-day period by the Holders of 66-2/3% in principal amount of the Outstanding Securities of that series." Section 6. Incorporation of Indenture. From and after the date hereof, the Indenture, as supplemented by this Third Supplemental Indenture, shall be read, taken and construed as one and the same instrument with respect to the Debentures. Section 7. Acceptance of Trust. The Trustee accepts the trusts created by the Indenture, as heretofore supplemented by the First Supplemental Indenture and Second Supplemental Indenture and as hereby supplemented by this Third Supplemental Indenture, and agrees to perform the same upon the terms and conditions in the Indenture, as so supplemented. Section 8. Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under such Act to be a part of and govern this Third Supplemental Indenture, such provision of the Act shall control. If any provision of this Third Supplemental indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, such provision of the Act shall be deemed to apply to this Third Supplemental Indenture only as so modified and if not so excluded, as the case may be. Section 9. Governing Law. This Third Supplemental Indenture, and the Debentures, shall be governed by and construed in accordance with the laws of the State of New York. Section 10. Recitals. The recitals contained in the Indenture, this Third Supplemental Indenture and the Debentures, except the Trustee's certificate of authentication, shall be taken as statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of the Indenture, as supplemented by this Third Supplemental Indenture. Section 11. Amendments. Notwithstanding any other provisions hereof, all amendments to the Indenture made hereby shall have effect only with respect to the Debentures, and not with respect to the Securities of any other series created subsequent to the date hereof. Section 12. Counter-parts. This Third Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the date first above written. CITIZENS UTILITIES COMPANY By:/s/ Robert J. DeSantis Title: Vice President and Treasurer Attest: /s/ Russell L. Mitten Assistant Secretary CHEMICAL BANK, as Trustee By:/s/ Thomas Foley Title: Vice President Attest: /s/ Patricia Kelly Trust Officer County of Fairfield ) ) ss.: State of Connecticut ) On the 21st day of April, 1994, before me personally came Robert DeSantis, to me known, who, being by me duly sworn, did depose and say that he is Vice President and Treasurer of CITIZENS UTILITIES COMPANY, one of the corporations described in and which executed the foregoing instrument; that he knows the seal of said corporations; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he signed his name thereto by like authority. /s/ David W. Vogel Notary Public, State of Connecticut Commission expires November 30, 1997 County of New York ) ) ss.: State of New York ) On this 26th day of April in the year of 1994 before me personally came Thomas Foley, to me personally known, who being by me duly sworn did depose and say that he resides at 94 South Fourth Street, Bethpage, New York 11714, that he is Vice President of CHEMICAL BANK, one of the corporations described in and which executed the foregoing indenture; that he knows the seal of said corporation; that the seal affixed to said instrument opposite the execution thereof on behalf of said corporation is the corporate seal of said corporation; that said instrument was signed and said corporate seal was so affixed on behalf of said corporations by authority and order of its board of directors; that he signed his name thereto by like authority; and he acknowledged said instrument to be his free act and deed and the free act and deed of said Chemical Bank. IN WITNESS WHEREOF I have hereunder set my hand and affixed my official seal, at New York in said State of New York, the day and year first above written. /s/ Paul T. Churley Notary Public, State of New York Commission expires October 12, 1995 EXHIBIT A Exhibit A represents Form of the Debentures Citizens Utilities Company High Ridge Park Stamford, CT 06905 April 26, 1994 Chemical Bank 450 West 33rd Street New York, NY 10001 Attention: Mr. Thomas Foley Gentlemen: Pursuant to Section 303 of the Indenture dated as of August 15, 1991, made by Citizens Utilities Company (the "Company"), to Chemical Bank, as Trustee, and the Third Supplemental Indenture thereto, you are hereby requested to authenticate $175,000,000 principal amount of the Company's 7.60% Debentures Due 2006 (the "Debentures"), and to deliver the same to The Depository Trust Co., 55 Water Street, New York, New York. The Debentures are to be substantially in the form set forth in Exhibit A to the Third Supplemental Indenture, and are to be issued in one or more global certificates registered in the name of CEDE & Co., as nominee of The Depository Trust Company. Very truly yours, CITIZENS UTILITIES COMPANY By:_____________________________ Robert J. DeSantis Vice President and Treasurer By: ____________________________ Charles J. Weiss Secretary -----END PRIVACY-ENHANCED MESSAGE-----