-----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, CALeq0A1WF7jAnPc5eSY6g9PAlw4Dr3ZIXO10BB6aKlE0Kx7bv7TnsBMA81cTKPU h3Xx9zX4zQyp+CFR6brkrQ== 0000020520-94-000014.txt : 19940811 0000020520-94-000014.hdr.sgml : 19940811 ACCESSION NUMBER: 0000020520-94-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940809 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19940810 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: 94542536 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 JUNE 30, 1994 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) June 30, 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 May 19, 1993, Citizens and GTE's Telephone Operations Unit announced they had entered into ten definitive agreements for Citizens to purchase approximately 500,000 local telephone access lines in nine states for $1.1 billion in cash. On December 31, 1993, 189,000 local telephone access lines in four states were transferred to the Company. On June 30, 1994, 270,000 local telephone access lines in New York State were transferred to the Company as reported in our Form 8-K dated July 15, 1994. Audited financial statements for the New York property as of and for each of the years in the two year period ended December 31, 1993 were reported in our Form 8-K dated July 5, 1994. This Form 8-K is being filed to report the unaudited financial statements of the New York property for the quarter ended March 31, 1994 and to report Pro Forma financial data for the 12 month period ended March 31, 1994. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial statements of businesses acquired. Financial statements of Contel of New York, Inc. for the quarterly period ended March 31, 1994. (b) Pro Forma financial information. Pro Forma financial statements as of and for the twelve month period ended March 31, 1994 combining the historical statements of income of Citizens Utilities Company and certain of the GTE Telephone Properties. (c) Exhibits 99 Press release of Citizens Utilities Company dated August 4, 1994 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: August 9, 1994 By:/s/ Livingston E. Ross Vice President and Controller EX-99 2 PRESS RELEASE DATED AUGUST 4, 1994 FOR IMMEDIATE RELEASE Contact: Arthur Dague (203) 329-5094 CITIZENS UTILITIES REPORTS INCREASED EARNINGS FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1994 Stamford, Connecticut, August 4, 1994 -- Citizens Utilities set new highs in net income, earnings per share and revenues for the second quarter and six months ended June 30, 1994, Leonard Tow, chairman, announced today. Citizens' net income for the 1994 second quarter was $38,016,000, an increase of 10% over net income of $34,682,000 during the same quarter last year. Earnings per share of 21 cents for this year's second quarter were up 11% from 19 cents per share reported in the 1993 second quarter, adjusted for the August 1993 2-for-1 stock split. Revenues of $188,674,000 for the period increased 29% from last year's second-quarter revenues of $146,170,000. For the six months ended June 30, 1994, net income of $69,671,000 was up 11% over net income of $62,921,000 during the same period last year. Earnings per share of 38 cents for this -MORE- Page Two period were up 12% from 34 cents reported during the same six months last year, adjusted for the August 1993 2-for-1 stock split. Revenues of $412,570,000 for the six months ended June 30, 1994, were up 32% over revenues of $312,085,000 during the same period in 1993. Mr. Tow added that on June 30, 1994, Citizens completed the acquisition of 270,000 telephone access lines in New York state, pursuant to an agreement to acquire 500,000 telephone access lines in nine states from GTE. He said, "I am very pleased that the GTE transaction is proceeding on schedule and that 90% of the transaction is now complete. I am also gratified that the six- month 1994 results confirm our expectations that the acquisition of the GTE properties would produce immediate increases in earnings, earnings per share and cash flow." Citizens Utilities (NYSE: CZNA, CZNB) provides telecommunications, natural gas, electric, water and wastewater treatment services in 17 states and also holds a significant investment in Centennial Cellular Corp., a cellular telephone company. ### Page Three
Citizens Utilities Company and Subsidiaries Summary of Income Accounts for the Three Months and Six Months Ended June 30, 1994 and 1993 (Unaudited) (000 omitted except for per-share amounts) 3 Months Ended June 30 6 Months Ended June 30 1994 1993 1994 1993 Revenues $188,674 $146,170 $412,570 $312,085 Expenses: Operating expenses 105,464 86,536 256,998 199,771 Depreciation 24,618 14,115 50,019 28,280 ------- ------- ------- ------- 130,082 100,651 307,017 228,051 ------- ------- ------- ------- Income from operations 58,592 45,519 105,553 84,034 Other income, net 11,455 12,754 23,361 21,870 Interest expense 14,825 9,373 27,962 19,595 ------- ------- ------- ------- Income before income taxes 55,222 48,900 100,952 86,309 Income taxes (1) 17,206 14,218 31,281 23,388 ------- ------- ------- ------- Net income $ 38,016 $ 34,682 $ 69,671 $ 62,921 ======= ======= ======= ======= Earnings per share of common stock (2) Series A $0.21 $0.19 $0.38 $0.34 Series B $0.21 $0.19 $0.38 $0.34 Average common shares outstanding (3) 185,442 185,002 184,430 183,860 ======= ======= ======= =======
NOTES: - ------ (1) Includes provision for Federal income taxes of $14,109 and $11,943 for the three months ended June 30, 1994 and 1993, respectively; and $25,650 and $19,646 for the six months ended June 30, 1994 and 1993, respectively. (2) Earnings per share is based on the average number of outstanding shares adjusted for stock dividends. 1993 earnings per share has been adjusted for the August 1993 2-for-1 stock split. Earnings per share is presented for each Series separately, with historical adjustment for stock dividends and stock splits for each Series. The effect on earnings per share of outstanding stock options is immaterial. (3) Average shares outstanding for the period ending June 30, 1993 have been adjusted for the August 1993 2-for-1 stock split. -----END PRIVACY-ENHANCED MESSAGE-----