-----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, PwZis+AzjJhxty5aUnZjjeVte7xz0hkh2AykRKNtk0rW4LgrJuCg3Lbd4N92Elms GyeWnkRB9HRGz7swP6Wrmw== 0000020520-99-000001.txt : 19990125 0000020520-99-000001.hdr.sgml : 19990125 ACCESSION NUMBER: 0000020520-99-000001 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19990122 EFFECTIVENESS DATE: 19990122 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: S-8 SEC ACT: SEC FILE NUMBER: 333-71029 FILM NUMBER: 99511510 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 S-8 1 CITIZENS UTILITIES COMPANY EQUITY INCENTIVE PLAN SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CITIZENS UTILITIES COMPANY (Exact name of registrant as specified in its charter) Delaware 06-0619596 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) High Ridge Park, Bldg. No. 3, Stamford, Connecticut 06905 (Address of Principal Executive Offices) (Zip Code) Citizens Utilities Company 1996 Equity Incentive Plan (Full title of the plan) Robert J. DeSantis Chief Financial Officer, Vice President and Treasurer Citizens Utilities Company High Ridge Park P.O. Box 3801 Stamford, Connecticut 06905 (Name and address of agent for service) (203) 614-5600 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
=============================== ==================== ====================== ===================== ================= Title of Securities to Be Amount to Be Proposed Maximum Proposed Maximum Amount of Registered Registered (1) Offering Price Per Aggregate Offering Registration Share (1) Price (1) Fee (1) =============================== ==================== ====================== ====================== ================= Common Stock, par value $.25 12,000,000 $7.84375 $94,125,000 $26,166.752 per Share =============================== ==================== ====================== ====================== ================= (1)......Estimated solely for the purpose of calculating the registration fee. Calculated under Rule 457(h) with respect to the estimated maximum number of registrant's securities issuable under the Plan and a price per share of $7.84375, the average of the reported high and low prices on the New York Stock Exchange on January 20, 1999.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of documents by reference The following documents filed by Citizens Utilities Company ("Company" or "Citizens") with the Securities and Exchange Commission ("Commission") pursuant to the Securities Exchange Act of 1934 ("Exchange Act") are hereby incorporated by reference in this Registration Statement: 1. The Company's Annual Report on Form 10-K for the year ended December 31, 1997, as supplemented. 2. The Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, June 30, and September 30, 1998. 3. The Company's Current Reports on Form 8-K filed on March 13, April 7, May 6, May 19, August 14, and November 10,1998. All documents filed by Citizens pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. The Company will provide without charge to each person to whom a copy of the material describing the Plan is delivered, upon the written or oral request, a copy of each document incorporated by reference in Item 3 of Part II of the Registration Statement (not including the exhibits to such documents, unless such exhibits are specifically incorporated by reference in such documents). Such documents are incorporated by reference in the documents comprising the prospectus. The Company will also provide without charge, upon written or oral request, copies of other documents required to be delivered to participants pursuant to Rule 428(b) under the Securities Act of 1933. Requests for such copies should be directed to Citizens Utilities Company, 1996 Equity Incentive Plan, Corporate Human Resources, Citizens Utilities Company, High Ridge Park, Bldg. No. 3, Stamford, Connecticut, 06905 (203-614-5600). Item 4. Description of Securities The Company's Common Stock is registered under Section 12 of the Exchange Act. Item 5. Interests of Named Experts and Counsel None. Item 6. Indemnification of Directors and Officers Citizens, being incorporated under the Delaware General Corporation Law, is empowered by Section 145 of such law to indemnify officers and directors against certain expenses, liabilities and payments, including liabilities arising under the Securities Act of 1933, (the "Act") as therein provided. In addition, Citizens' By-Laws 24 and 24A and a resolution adopted by the Board of Directors in connection with the issuance of certain securities of Citizens provide for indemnification of specified persons, including officers and directors of Citizens, for liabilities, including those arising under said Act, as provided in said By-Laws and resolution. Generally, By-Laws 24 and 24A provide that, to the fullest extent permitted by applicable law, Citizens shall indemnify and hold harmless, among others, any officer or director of Citizens or any other entity for which he or she is acting at the request of Citizens, from and against any loss, damage or claim incurred by such person by reason of any act or omission performed or omitted by such person in good faith on behalf of Citizens and in a manner such person reasonably believed to be in the best interests of Citizens. Such By-Laws, generally speaking, also provide that, to the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a person in defending against any such liability shall be advanced by Citizens subject to specified conditions. Citizens' Certificate of Incorporation further provides that no director shall be liable to Citizens or its stockholders for monetary damages for breach of fiduciary duty as a director, with stated exceptions. Insurance is maintained providing coverage for the Company and its subsidiaries against obligations incurred as a result of indemnification of officers and directors. The coverage also insures the officers and directors for a liability against which they may not be indemnified by the Company or its subsidiaries but excludes specified dishonest acts. Item 7. Exemption from Registration Claimed Securities offered under the Plan are being registered under the Act. All grants of restricted stock and performance stock which have been made to Company officers were made without payment by the participants. Item 8. Exhibits Exhibit No. Description 4.1 Form of Restricted Stock Agreement. 4.2 Form of Performance Stock Agreement 5 Opinion of Counsel as to legality of Common Stock being issued. 23.1 Consent of KPMG LLP. 23.2 Consent of Winthrop, Stimson, Putnam & Roberts (contained in Exhibit No. 5). 24 Powers of Attorney. Item 9. Undertakings (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement; (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of the Plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunder duly authorized, in the City of Stamford, and State of Connecticut, on the 22nd day of January, 1999. CITIZENS UTILITIES COMPANY By: /s/ Robert J. DeSantis ________________________________ Robert J. DeSantis Chief Financial Officer, Vice President and Treasurer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date LEONARD TOW* Chief Executive Officer, ____________ Chairman of the Board, and (Leonard Tow) Director January 22,1998 /s/ ROBERT J. DESANTIS ______________________ Chief Financial Officer, Vice (Robert J. DeSantis) President and Treasurer January 22,1999 /s/ LIVINGSTON ROSS ___________________ (Livingston Ross) Controller January 22,1999 NORMAN I. BOTWINIK* ___________________ (Norman I. Botwinik) Director January 22,1999 AARON I. FLEISHMAN* ___________________ (Aaron I. Fleishman) Director January 22,1999 JAMES C. GOODALE* __________________ (James C. Goodale) Director January 22,1999 STANLEY HARFENIST* ___________________ (Stanley Harfenist) Director January 22,1999 ANDREW N. HEINE* _________________ (Andrew N. Heine) Director January 22,1999 JOHN L. SCHROEDER* ___________________ (John L. Schroeder) Director January 22,1999 ________________ (Robert D. Siff) Director ROBERT A. STANGER* ___________________ (Robert A. Stanger) Director January 22,1999 ___________________________ (Charles H. Symington, Jr.) Director EDWIN TORNBERG* _______________ (Edwin Tornberg) Director January 22,1999 CLAIRE TOW* ____________ (Claire Tow) Director January 22,1999 *By/s/ ROBERT DESANTIS (Robert DeSantis) (Attorney-in-Fact)
EXHIBIT INDEX Exhibit No. Description 4.1 Form of Restricted Stock Agreement 4.2 Form of Performance Stock Agreement 5 Opinion of Counsel 23.1 Consent of KPMG LLP 23.2 Consent of Winthrop, Stimson, Putnam & Roberts (contained in Exhibit No. 5) 24 Powers of Attorney EX-4 2 RESTRICTED STOCK AGREEMENT Exhibit 4.1 RESTRICTED STOCK AGREEMENT This Agreement is made as of the _______________________ ("Date of Award") between Citizens Utilities Company, a Delaware corporation (the "Company") and ______ (the "Grantee"). In consideration of the agreements set forth below, the Company and the Grantee agree as follows: 1. Grant. A restricted stock award ("Award") of ______ shares ("Award Shares") of the Company's common stock ("Common Stock"), is hereby granted by the Company to the Grantee subject to the following terms and conditions and to the provisions of the Equity Incentive Plan (the "Plan"), the terms of which are incorporated by reference herein. 2. Transfer Restrictions. None of the Award Shares shall be sold, assigned, pledged or otherwise transferred, voluntarily or involuntarily, by the Grantee. 3. Release of Restrictions. (a) The restrictions set forth in Section 2 above shall lapse on _____________ of the Award Shares on _______________ and the remaining ______________ on ______________. (b) The restrictions set forth in Section 2 above with respect to the Award Shares, to the extent they have not lapsed in accordance with subsection (a) of this Section 3 , shall lapse in accordance with the Plan as a result of Grantee's disability, death, retirement or an action by the Plan Committee, in its sole discretion, terminating such restrictions. 4. Forfeiture. The Award Shares shall be forfeited to the Company upon the Grantee's termination of employment with the Company prior to the date the restrictions lapse as provided in Section 3 above or in the event the Company notifies Grantee in writing, that Company has determined that Grantee has breached the terms of Section 10 below. 5. Adjustment of Shares. Notwithstanding anything contained herein to the contrary, in the event of any change in the outstanding Common Stock resulting from a subdivision or consolidation of shares, whether through reorganization, recapitalization, share split, reverse share split, share distribution or combination of shares or the payment of a share dividend, the Award Shares shall be treated in the same manner in any such transaction as other Common Stock. Any Common Stock or other securities received by the Grantee with respect to the Award Shares in any such transaction shall be subject to the restrictions and conditions set forth herein. 6. Rights as Stockholder. The Grantee shall be entitled to all of the rights of a stockholder with respect to the Award Shares including the right to vote such shares and to receive dividends and other distributions payable with respect to such shares since the Date of Award. Any stock dividends payable with respect to such shares shall bear the same restrictions as the underlying shares. Said restrictions shall lapse at the same time as restrictions lapse on the underlying shares. 7. Escrow of Share Certificates. Certificates for the Award Shares shall be issued in the Grantee's name and shall be held by the Company's transfer agent until all restrictions lapse or such shares are forfeited as provided herein. A certificate or certificates representing the Award Shares as to which restrictions have lapsed shall be delivered upon the Grantee's request upon such lapse. 8. Government Regulations. Notwithstanding anything contained herein to the contrary, the Company's obligation to issue or deliver certificates evidencing the Award Shares shall be subject to all applicable laws, rules and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required. 9. Withholding Taxes. The Company shall have the right to require the Grantee to remit to the Company, or to withhold from other amounts payable to the Grantee, as compensation or otherwise, an amount sufficient to satisfy all federal, state and local withholding tax requirements. The Company may offer Grantee the right to have withholding requirements satisfied by the Company's withholding of shares upon the timely written election of Grantee to utilize shares for withholding tax purposes. 10. Confidentiality. (a) The Grantee acknowledges that the selection of Grantee to receive the Award Shares as well as the amount and terms of the Award are to be held confidential by Grantee and by the Company. Grantee may disclose the Award to immediate family members and nonemployee investment or legal advisors who all are to be required by grantee to respect the confidentiality obligations of Grantee. Breech of Grantee's duty of the confidentiality required by this Section 10 shall subject Grantee to forfeiture of the Award and other discipline including discharge. Company shall notify Grantee of such breech of the duty of confidentiality in writing. Grantee may within 10 days of receipt of such notice, request review of the determination by the Compensation Committee of Company's Board of Directors. (b) Company may disclose information as to the Award to Employees administering the Award, to Grantee's supervisors and to the Company's transfer Agent. Information regarding the Award may be disclosed by either Grantee or Company if required by the terms of an order by any court or regulatory agency. 11. Employment. Nothing in this Agreement shall confer upon Grantee any right to continue in the employ of Company, nor shall it interfere in any way with the right of the Company to terminate Grantee's employment at any time. 12. Plan Grantee acknowledges receipt of a copy of the Plan, agrees to be bound by the terms and provisions of the Plan, and agrees to acknowledge, upon request of Company, receipt of any prospectus or prospectus amendment provided to Grantee by Company. 13. Securities Laws. Grantee agrees to comply with all applicable securities laws upon sale or disposition of shares acquired hereunder. 14. Notices. Notices to Company shall be addressed to it at: 3 High Ridge Park Stamford, CT 06905 and to Grantee at: Company or Grantee may from time to time designate in writing different addresses for receipt of notice. Notice shall be deemed given when properly addressed and sent first class or express mail. 15. Governing Law. The terms of this Agreement shall be binding upon Company, Grantee and their respective successors and assigns. This Agreement shall be performed under and determined in accordance with the laws of the State of Connecticut. In Witness Whereof, the Company has caused this Award to be granted on the date first above written. CITIZENS UTILITIES COMPANY By: ______________________________ ACCEPTED BY GRANTEE: ___________________________ EX-4 3 PERFORMANCE AWARD AGREEMENT Exhibit 4.2 PERFORMANCE AWARD AGREEMENT This Agreement is made as of the _______________________, between Citizens Utilities Company, a Delaware corporation (the "Company") and ______________ (the "Grantee"). In consideration of the agreements set forth below, the Company and the Grantee agree as follows: 1. Grant. A performance award ("Award") of ________ shares ("Award Shares") of the Company's common stock ("Common Stock"), is hereby granted by the Company to the Grantee subject to the following terms and conditions and to the provisions of the Equity Incentive Plan (the "Plan"), the terms of which are incorporated by reference herein. 2. Transfer Restrictions. None of the Award Shares shall be sold, assigned, pledged or otherwise transferred, voluntarily or involuntarily, by the Grantee. 3. Release of Restrictions. (a) The restrictions set forth in Section 2 above shall lapse upon achievement by the Company of ____________ of Earnings Before Interest, Taxes, Depreciation and Amortization (EBITA) for the ________ performance period of _________. (b) The restrictions set forth in Section 2 above with respect to the Award Shares, to the extent they have not lapsed in accordance with subsection (a) of this Section 3 , shall lapse in accordance with the Plan as a result of Grantee's disability, death, retirement or an action by the Plan Committee, in its sole discretion, terminating such restrictions. 4. Forfeiture. The Award Shares shall be forfeited to the Company on __________________, if the performance criteria as provided in Section 3 (a) is not attained or upon the Grantee's termination of employment with the Company prior to the date the performance period ends. 5. Adjustment of Shares. Notwithstanding anything contained herein to the contrary, in the event of any change in the outstanding Common Stock resulting from a subdivision or consolidation of shares, whether through reorganization, recapitalization, share split, reverse share split, share distribution or combination of shares or the payment of a share dividend, the Award Shares shall be treated in the same manner in any such transaction as other Common Stock. Any Common Stock or other securities received by the Grantee with respect to the Award Shares in any such transaction shall be subject to the restrictions and conditions set forth herein. 6. Rights as Stockholder. The Grantee shall be entitled to all of the rights of a stockholder with respect to the Award Shares including the right to vote such shares and to receive dividends and other distributions payable with respect to such shares since the Date of Award. Any stock dividends payable with respect to such shares shall bear the same restrictions as the underlying shares. Said restrictions shall lapse at the same time as restrictions lapse on the underlying shares. 7. Escrow of Share Certificates. Certificates for the Award Shares shall be issued in the Grantee's name and shall be held by the Company's transfer agent until all performance criteria are met or such shares are forfeited as provided herein. A certificate or certificates representing the Award Shares as to which restrictions have lapsed shall be delivered upon the Grantee's request upon such lapse. 8. Government Regulations. Notwithstanding anything contained herein to the contrary, the Company's obligation to issue or deliver certificates evidencing the Award Shares shall be subject to all applicable laws, rules and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required. 9. Withholding Taxes. The Company shall have the right to require the Grantee to remit to the Company, or to withhold from other amounts payable to the Grantee, as compensation or otherwise, an amount sufficient to satisfy all federal, state and local withholding tax requirements. The Company may offer Grantee the right to have withholding requirements satisfied by the Company's withholding of shares upon the timely written election of Grantee to utilize shares for withholding tax purposes. 10. Confidentiality (a) The Grantee acknowledges that the selection of Grantee to receive the Award Shares as well as the amount and terms of the Award are to be held confidential by Grantee and by the Company. Grantee may disclose the Award to immediate family members and non-employee investment or legal advisors who all are to be required by grantee to respect the confidentiality obligations of Grantee. Breech of Grantee's duty of the confidentiality required by this Section 10 shall subject Grantee to forfeiture of the Award and other discipline including discharge. Company shall notify Grantee of such breech of the duty of confidentiality in writing. Grantee may within 10 days of receipt of such notice, request review of the determination by the Compensation Committee of Company's Board of Directors. (b) Company may disclose information as to the Award to Employees administering the Award, to Grantee's supervisors and to the Company's transfer Agent. Information regarding the Award may be disclosed by either Grantee or Company if required by the terms of an order by any court or regulatory agency. 11. Employment. Nothing in this Agreement shall confer upon Grantee any right to continue in the employ of Company, nor shall it interfere in any way with the right of the Company to terminate Grantee's employment at any time. 12. Plan. Grantee acknowledges receipt of a copy of the Plan, agrees to be bound by the terms and provisions of the Plan, and agrees to acknowledge, upon request of Company, receipt of any prospectus or prospectus amendment provided to Grantee by Company. 13. Securities Laws. Grantee agrees to comply with all applicable securities laws upon sale or disposition of shares acquired hereunder. 14. Notices. Notices to Company shall be addressed to it at: 3 High Ridge Park Stamford, CT 06905 and to Grantee at: Company or Grantee may from time to time designate in writing different addresses for receipt of notice. Notice shall be deemed given when properly addressed and sent first class or express mail. 15. Governing Law. The terms of this Agreement shall be binding upon Company, Grantee and their respective successors and assigns. This Agreement shall be performed under and determined in accordance with the laws of the State of Connecticut. In Witness Thereof, the Company has caused this Award to be granted on the date first above written. CITIZENS UTILITIES COMPANY By: _____________________________________ ACCEPTED BY GRANTEE: __________________________ EX-5 4 LEGAL OPINION EXHIBIT 5 January 20, 1998 Citizens Utilities Company Three High Ridge Park Stamford, CT 06905 Gentlemen: As special counsel to Citizens Utilities Company (the "Company"), a Delaware corporation (the "Company"), in connection with the registration under the Securities Act of 1933 (the "Act"), of up to 12,000,000 shares (subject to adjustment) of common stock of the Company, par value $.25 per share, to be sold or delivered by the Company from time to time pursuant to the Citizens Utilities Company 1996 Equity Incentive Plan ("Plan"), we have examined the registration statement on Form S-8 (the "Registration Statement") in regard thereto filed under the Act and such other documents as we have considered necessary for the purposes of this opinion. Based upon such examination, we hereby advise you that: We are of the opinion that, in the event that originally issued shares of common stock of the Company shall be sold or delivered to Plan participants pursuant to the provisions of the Plan (the "Offered Stock"), and such Offered Stock is sold or delivered in accordance with the Plan and the Registration Statement, as amended or supplemented from time to time, upon completion of the steps enumerated in the next succeeding paragraph, the Offered Stock will be validly issued, fully paid and non-assessable. The steps which are referred to in the foregoing opinion are: (a) It shall be determined that the public service commissions, or other regulatory agencies or bodies, or other political entities relating to public utilities matters of the pertinent states shall be without jurisdiction, or shall have declined to exercise jurisdiction over the issuance and sale of the Offered Stock pursuant to the Plan, or shall have issued appropriate orders approving and authorizing the issuance of the Offered Stock pursuant to the Plan and such orders shall be in full force and effect; (b) An appropriate order of the Federal Energy Regulatory Commission with respect to the issuance of the Offered Stock pursuant to the Plan shall be in full force and effect; (c) The Offered Stock shall have been duly issued, delivered and consideration therefore received in accordance with the provisions of the Plan, and any conditions to transferability or exercisability by the Plan participants shall have been fulfilled and satisfied. We have assumed that the consideration received will equal or exceed the par value per share of the Offered Stock. We are members of the bar of the State of New York. In rendering the foregoing opinion we express no opinion as to laws other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the Federal laws of the United States. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission. Very truly yours, Winthrop, Stimpson, Putnam & Roberts EX-23 5 CONSENT OF KPMG EXHIBIT 23.1 The Board of Directors Citizens Utilities Company We consent to the incorporation by reference in the registration statement on Form S-8 of Citizens Utilities Company of our report dated March 11, 1998, relating to the balance sheets of Citizens Utilities Company as of December 31, 1997 and 1996, and the related statements of income, shareholders' equity and cash flows for each of the years in the three-year period ended December 31, 1997, which report appears in the December 31, 1997 annual report on Form 10-K of Citizens Utilities Company. KPMG LLP New York, New York January 22, 1999 EX-24 6 POWER OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY CITIZENS UTILITIES COMPANY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of CITIZENS UTILITIES COMPANY constitutes and appoints Robert J. DeSantis and Livingston E. Ross, jointly and severally, to act for him in any and all capacities to sign on Form S-8 registering securities to be offered pursuant to the following employee benefit plan of CITIZENS UTILITIES COMPANY: Citizens Utilities Company Equity Incentive Plan (1996) and any and all amendments and supplements to such Form, including any amendments or supplements filing reoffer prospectuses for said Forms S-8, and to file the same with the Securities and Exchange Commission, hereby ratifying and conforming all that each of said attorneys-in-fact, or his substitute or substitutes may do or cause to be done by virtue hereof. /s/ Andrew N. Heine ----------------------- Andrew N. Heine December 15, 1998 POWER OF ATTORNEY CITIZENS UTILITIES COMPANY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of CITIZENS UTILITIES COMPANY constitutes and appoints Robert J. DeSantis and Livingston E. Ross, jointly and severally, to act for him in any and all capacities to sign on Form S-8 registering securities to be offered pursuant to the following employee benefit plan of CITIZENS UTILITIES COMPANY: Citizens Utilities Company Equity Incentive Plan (1996) and any and all amendments and supplements to such Form, including any amendments or supplements filing reoffer prospectuses for said Forms S-8, and to file the same with the Securities and Exchange Commission, hereby ratifying and conforming all that each of said attorneys-in-fact, or his substitute or substitutes may do or cause to be done by virtue hereof. /s/ Norman I. Botwinik ----------------------- Norman I. Botwinik December 15, 1998 POWER OF ATTORNEY CITIZENS UTILITIES COMPANY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of CITIZENS UTILITIES COMPANY constitutes and appoints Robert J. DeSantis and Livingston E. Ross, jointly and severally, to act for him in any and all capacities to sign on Form S-8 registering securities to be offered pursuant to the following employee benefit plan of CITIZENS UTILITIES COMPANY: Citizens Utilities Company Equity Incentive Plan (1996) and any and all amendments and supplements to such Form, including any amendments or supplements filing reoffer prospectuses for said Forms S-8, and to file the same with the Securities and Exchange Commission, hereby ratifying and conforming all that each of said attorneys-in-fact, or his substitute or substitutes may do or cause to be done by virtue hereof. /s/ Aaron I. Fleischman ----------------------- Aaron I. Fleischman December 15, 1998 POWER OF ATTORNEY CITIZENS UTILITIES COMPANY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of CITIZENS UTILITIES COMPANY constitutes and appoints Robert J. DeSantis and Livingston E. Ross, jointly and severally, to act for him in any and all capacities to sign on Form S-8 registering securities to be offered pursuant to the following employee benefit plan of CITIZENS UTILITIES COMPANY: Citizens Utilities Company Equity Incentive Plan (1996) and any and all amendments and supplements to such Form, including any amendments or supplements filing reoffer prospectuses for said Forms S-8, and to file the same with the Securities and Exchange Commission, hereby ratifying and conforming all that each of said attorneys-in-fact, or his substitute or substitutes may do or cause to be done by virtue hereof. /s/ James C. Goodale ----------------------- James C. Goodale December 15, 1998 POWER OF ATTORNEY CITIZENS UTILITIES COMPANY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of CITIZENS UTILITIES COMPANY constitutes and appoints Robert J. DeSantis and Livingston E. Ross, jointly and severally, to act for him in any and all capacities to sign on Form S-8 registering securities to be offered pursuant to the following employee benefit plan of CITIZENS UTILITIES COMPANY: Citizens Utilities Company Equity Incentive Plan (1996) and any and all amendments and supplements to such Form, including any amendments or supplements filing reoffer prospectuses for said Forms S-8, and to file the same with the Securities and Exchange Commission, hereby ratifying and conforming all that each of said attorneys-in-fact, or his substitute or substitutes may do or cause to be done by virtue hereof. /s/ John L. Schroeder ----------------------- John L. Schroeder December 15, 1998 POWER OF ATTORNEY CITIZENS UTILITIES COMPANY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of CITIZENS UTILITIES COMPANY constitutes and appoints Robert J. DeSantis and Livingston E. Ross, jointly and severally, to act for him in any and all capacities to sign on Form S-8 registering securities to be offered pursuant to the following employee benefit plan of CITIZENS UTILITIES COMPANY: Citizens Utilities Company Equity Incentive Plan (1996) and any and all amendments and supplements to such Form, including any amendments or supplements filing reoffer prospectuses for said Forms S-8, and to file the same with the Securities and Exchange Commission, hereby ratifying and conforming all that each of said attorneys-in-fact, or his substitute or substitutes may do or cause to be done by virtue hereof. /s/ Edwin Tornberg ----------------------- Edwin Tornberg December 15, 1998 POWER OF ATTORNEY CITIZENS UTILITIES COMPANY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of CITIZENS UTILITIES COMPANY constitutes and appoints Robert J. DeSantis and Livingston E. Ross, jointly and severally, to act for him in any and all capacities to sign on Form S-8 registering securities to be offered pursuant to the following employee benefit plan of CITIZENS UTILITIES COMPANY: Citizens Utilities Company Equity Incentive Plan (1996) and any and all amendments and supplements to such Form, including any amendments or supplements filing reoffer prospectuses for said Forms S-8, and to file the same with the Securities and Exchange Commission, hereby ratifying and conforming all that each of said attorneys-in-fact, or his substitute or substitutes may do or cause to be done by virtue hereof. /s/ Robert A. Stanger ----------------------- Robert A. Stanger December 15, 1998 POWER OF ATTORNEY CITIZENS UTILITIES COMPANY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of CITIZENS UTILITIES COMPANY constitutes and appoints Robert J. DeSantis and Livingston E. Ross, jointly and severally, to act for him in any and all capacities to sign on Form S-8 registering securities to be offered pursuant to the following employee benefit plan of CITIZENS UTILITIES COMPANY: Citizens Utilities Company Equity Incentive Plan (1996) and any and all amendments and supplements to such Form, including any amendments or supplements filing reoffer prospectuses for said Forms S-8, and to file the same with the Securities and Exchange Commission, hereby ratifying and conforming all that each of said attorneys-in-fact, or his substitute or substitutes may do or cause to be done by virtue hereof. /s/ Stanley Harfenist ----------------------- Stanley Harfenist December 15, 1998 POWER OF ATTORNEY CITIZENS UTILITIES COMPANY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of CITIZENS UTILITIES COMPANY constitutes and appoints Robert J. DeSantis and Livingston E. Ross, jointly and severally, to act for him in any and all capacities to sign on Form S-8 registering securities to be offered pursuant to the following employee benefit plan of CITIZENS UTILITIES COMPANY: Citizens Utilities Company Equity Incentive Plan (1996) and any and all amendments and supplements to such Form, including any amendments or supplements filing reoffer prospectuses for said Forms S-8, and to file the same with the Securities and Exchange Commission, hereby ratifying and conforming all that each of said attorneys-in-fact, or his substitute or substitutes may do or cause to be done by virtue hereof. /s/ Claire Tow ----------------------- Claire Tow December 15, 1998 POWER OF ATTORNEY CITIZENS UTILITIES COMPANY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of CITIZENS UTILITIES COMPANY constitutes and appoints Robert J. DeSantis and Livingston E. Ross, jointly and severally, to act for him in any and all capacities to sign on Form S-8 registering securities to be offered pursuant to the following employee benefit plan of CITIZENS UTILITIES COMPANY: Citizens Utilities Company Equity Incentive Plan (1996) and any and all amendments and supplements to such Form, including any amendments or supplements filing reoffer prospectuses for said Forms S-8, and to file the same with the Securities and Exchange Commission, hereby ratifying and conforming all that each of said attorneys-in-fact, or his substitute or substitutes may do or cause to be done by virtue hereof. /s/ Leonard Tow ----------------------- Leonard Tow December 15, 1998 -----END PRIVACY-ENHANCED MESSAGE-----