-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GrO33oH/WOZcts6bvLM/DWrFOSC6D0S7TPOFkTnm/k/HuI9CT7RFn7pX/jWAoOqq w6m/uftYsI41RpJI/aHBew== 0000020520-98-000009.txt : 19980520 0000020520-98-000009.hdr.sgml : 19980520 ACCESSION NUMBER: 0000020520-98-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980518 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980519 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: 8-K SEC ACT: SEC FILE NUMBER: 001-11001 FILM NUMBER: 98627549 BUSINESS ADDRESS: STREET 1: HIGH RIDGE PK BLDG 3 STREET 2: P O BOX 3801 CITY: STAMFORD STATE: CT ZIP: 06905 BUSINESS PHONE: 2033298800 MAIL ADDRESS: STREET 1: HIGH RIDGE PARK BLDG NO 3 CITY: STAMFORD STATE: CT ZIP: 06905 8-K 1 FORM 8-K 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: May 18, 1998 (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) Item 5. Other Events The Company announced that its Board of Directors has authorized the separation of its Telecommunications businesses and Public Services into two stand-alone publicly traded companies. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits 99 Press release of Citizens Utilities Company released May 18, 1998. 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/ Livingston E. Ross ----------------------------- Vice President and Controller Date: May 18, 1998 EX-99 2 PRESS RELEASE OF CITIZENS UTILITIES COMPANY EXHIBIT 99 Citizens Utilities 3 High Ridge Park Stamford, CT 06905 203.614.5600 Web site: www.czn.net Contacts: Robert J. DeSantis Alan Oshiki Brigid M. Smith Chief Financial Officer Assistant Vice President Assistant Vice President (203) 614-5052 (203) 614-5629 (203) 614-5042 rdesanti@czn.com aoshiki@czn.com bsmith@czn.com CITIZENS UTILITIES TO SEPARATE ITS TELECOMMUNICATIONS BUSINESSES AND PUBLIC SERVICES BUSINESSES INTO TWO PUBLICLY TRADED COMPANIES NEWLY FORMED TELECOMMUNICATIONS COMPANY TO BE AMONG NATION'S FASTEST GROWING INTEGRATED COMMUNICATIONS PROVIDERS Stamford, Connecticut, May 18, 1998 - Citizens Utilities (NYSE: CZN, CZNPr) announced today that its Board of Directors has authorized the separation of the Company's telecommunications businesses and public services businesses into two stand-alone, publicly-traded companies. Upon separation, Citizens' telecommunications businesses, which include an 83% interest in Electric Lightwave, Inc. (NASDAQ: ELIX) as well as interests in other telecom properties, will constitute one of the nation's fastest growing integrated communications providers. Citizens' public services businesses, consisting of natural gas distribution, electric distribution, water distribution and wastewater treatment facilities in ten states, would continue to be operated as Citizens Utilities, as they successfully have been for over 50 years. Subject to the receipt of necessary regulatory approvals, the Company intends to establish and transfer to a new company all of its telecommunications businesses including Electric Lightwave. The separation is expected to be carried out through a distribution of the stock of the new company to Citizens' shareholders and is intended to be tax-free to Citizens and its shareholders for federal income tax purposes. Dr. Leonard Tow, chairman and chief executive officer of Citizens, said that, "the separation of Citizens' telecommunications businesses and public services businesses is being made in recognition of the different investment features, valuation criteria, capital structures, dividend policies, customer requirements and regulatory concerns associated with each of the respective businesses. We believe that Citizens' telecommunications businesses and public services businesses will be better able to pursue their own strategies and compete more effectively as separate companies." Tow went on to say that, "the separation will strengthen both businesses and enable each of them to take full advantage of opportunities to enhance value. We believe that the separation is in the best interests of the Company's security holders, customers and employees". Commenting on the two businesses post separation, Tow said, "the newly formed telecommunications company will be among the nation's fastest growing integrated communications providers with strengths in voice, data and internet services. With Electric Lightwave, one of the nations fastest growing competitive local exchange carriers serving approximately seventy-five communities throughout the western United States, as its growth engine, the new telecommunications company is well positioned to take advantage of the rapidly expanding market for data and the internet. Linked to Electric Lightwave's exceptional growth prospects will be substantial local exchange operations that now serve approximately 900,000 telephone access lines. The significant cash flow generated from these operations will enable the new telecommunications company to aggressively and successfully pursue all of its growth opportunities." "Citizens Utilities will continue to operate its geographically diverse public service operations with a customer base of about 850,000. This well balanced base of operations, combined with its competitive management culture, will assure steady earnings and cash flow growth for the Company." Dr. Tow stated that, "the decision to separate Citizens' telecommunications businesses and public services businesses was reached after extensive evaluation of alternatives by the Company's management and Board of Directors in consultation with investment advisors and legal counsel. This review encompassed a broad range of strategic, financial, legal, regulatory and competitive considerations. Management and the Board believe that the separation of Citizens' telecommunications businesses and public services businesses into two stand-alone, publicly-traded companies will result in a significantly improved market valuation for Citizens' assets." The separation plan is expected to be implemented within one year. The Company will shortly announce its selection of investment advisors to assist in the implementation of the separation plan. Citizens Utilities (NYSE: CZN, CZNPr) provides telecommunications services and public services including natural gas distribution, electric distribution, water distribution and wastewater treatment services to approximately 1.8 million customers in 21 states. Citizens owns 83% of Electric Lightwave, Inc. (NASDAQ:ELIX) and has a significant investment in Centennial Cellular Corp. (NASDAQ:CYCL). For more information on Citizens, please visit its web site at http://www.czn.net. -----END PRIVACY-ENHANCED MESSAGE-----