-----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, UuHtOlUP3D99UtkqLULZ137l+k1ae6UOC5Y84dmLL827WIRM0+kJBsrPIitGSNKn KDvkaSlwo8kia3Gl8HrDow== 0000020520-99-000011.txt : 19990624 0000020520-99-000011.hdr.sgml : 19990624 ACCESSION NUMBER: 0000020520-99-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990528 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990528 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: 99636658 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 27, 1999 (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. Citizens Utilities Company entered into definitive agreements to purchase from GTE Corporation 187,000 (year-end 1998) telephone access lines in Arizona, California and Minnesota for $664 million in cash. The Company expects that the acquisition, which is subject to various state and regulatory approvals will be completed in 2000, at which time the total access lines should number approximately 200,000. Permanent funding of the acquisition will come from the sale or other disposition of certain of the Company's public services properties. Item 7. Financial Statements, Exhibits. (c) Exhibits 99.1 Press release of Citizens Utilities Company released May 27, 1999 announcing definitive agreements to purchase 187,000 telephone access lines from GTE Corporation. 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/ Robert J.DeSantis ---------------------------- Chief Financial Officer, Vice President and Treasurer Date: May 28, 1999 EX-99 2 PRESS RELEASE ANNOUNCING ACQUISITION Exhibit 99.1 Company Logo Citizens Utilities 3 High Ridge Park Stamford, CT 06905 203.614.5600 Web site: www.czn.net FOR IMMEDIATE RELEASE Contacts: Financial Community: Media: Alan H. Oshiki, Assistant Vice President Brigid M. Smith, Assistant and Assistant Treasurer Vice President (203) 614-5629 Corporate Communications aoshiki@czn.com (203) 614-5042 bsmith@czn.com Citizens Utilities to Acquire Approximately 200,000 Telephone Access Lines for $664 Million Stamford, Conn., May 27, 1999 -- Citizens Utilities (NYSE: CZN, CZNPr) announced today that it has entered into definitive agreements to purchase from GTE Corporation (NYSE: GTE) 187,000 (year-end 1998) telephone access lines in Arizona, California and Minnesota for $664 million in cash. The company expects that the acquisition, which is subject to various state and federal regulatory approvals, will be completed in 2000, at which time the total access lines should number approximately 200,000. The transaction will involve all of GTE's local exchange properties in Minnesota and Arizona and a portion of GTE's properties in California. The California and Arizona properties are near exchanges that Citizens already owns and operates. All of the properties will be accretive to cash flow. "Over the next several years our goal is to grow our incumbent local exchange business to 3 million access lines. These transactions are an important first step toward expanding the segment of our business that commands the highest public and private values," said Leonard Tow, Citizens' chairman and chief executive officer. "We expect to temporarily fund the transaction with either our cash and investment balances or committed bank credit facilities. Permanent funding of these and other potential access line purchases will come from the sale or other disposition of certain of the company's public services properties." "By realizing the hidden value of our public services properties and using the proceeds to expand our telecommunications footprint, we expect to be able to significantly grow our inventory of access lines while maintaining a strong investment grade balance sheet. In this alternative to the separation plan announced in 1998, we expect to accomplish our goal of simplifying the company to unlock shareholder value." Citizens Utilities currently provides telecommunications services and public services including gas distribution, electric distribution, water distribution and wastewater treatment services to approximately 1.9 million customers in 22 states. Citizens Communications currently operates all-digital, local exchange properties serving approximately one million access lines in 13 states: Arizona, California, Idaho, Montana, Nevada, New Mexico, New York, Oregon, Pennsylvania, Tennessee, Utah, West Virginia and Wisconsin. Citizens Public Services serves approximately 900,000 customers in Arizona, California, Colorado, Hawaii, Illinois, Indiana, Louisiana, Ohio, Pennsylvania, and Vermont. Citizens owns 83% of Electric Lightwave, Inc., (NASDAQ: ELIX) a leading full-service, facilities-based integrated communications services provider of enhanced data services, frame relay, ATM and Internet access solutions to bandwidth intensive businesses and the growing e-commerce market. This document contains forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the statements. These and all forward-looking statements are only predictions or statements of current plans that are constantly under review by the company. All forward-looking statements may differ from actual results because of, but not limited to, changes in the local and overall economy, changes in market conditions for debt and equity securities, the nature and pace of technological changes, the number and effectiveness of competitors in the company's markets, success in overall strategy, weather conditions, changes in legal or regulatory policy, changes in legislation, the company's ability to identify future markets and successfully expand existing ones and the mix of products and services offered in the company's target markets. These important factors should be considered in evaluating any statement contained herein and/or made by the company or on its behalf. The foregoing information should be read in conjunction with the company's filings with the U.S. Securities and Exchange Commission including, but not limited to, reports on Forms 10-K and 10-Q. The company does not intend to update or revise these forward-looking statements to reflect the occurrence of future events or circumstances. # # # -----END PRIVACY-ENHANCED MESSAGE-----