-----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, GiLqpxQwQXMQPJ+oMFDJ0auifJK7wBtMl6DXBv0oKOsfaU/+P84386tAilPhzNo1 gyjIHXgVNBwUHJL/jqXXgw== 0000020520-99-000019.txt : 19991019 0000020520-99-000019.hdr.sgml : 19991019 ACCESSION NUMBER: 0000020520-99-000019 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991018 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991018 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: 99729829 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: October 18, 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 has agreed to sell its water and wastewater operations, Citizens Water Resources, to American Water Works Inc. for an aggregate purchase price of $835 million consisting of $745 million in cash and $90 million of assumed debt. The transaction is expected to close in mid-year 2000 following regulatory approvals. Item 7. Financial Statements, Exhibits. (c) Exhibits 99.1 Press release of Citizens Utilities Company released October 18, 1999 announcing that it has agreed to sell its water and wastewater operations, Citizens Water Resources to American Water Works Inc. 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: October 18, 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, Brigid M. Smith, Assistant Vice President Assistant Vice President and Assistant Treasurer Corporate Communications (203) 614-5629 (203) 614-5042 aoshiki@czn.com bsmith@czn.com Citizens Utilities Sells Water and Wastewater Businesses to American Water Works for $835 Million STAMFORD, Conn., October 18, 1999 - Citizens Utilities (NYSE: CZN, CZNPr) announced today that it has agreed to sell its water and wastewater operations, Citizens Water Resources, to American Water Works Inc. (NYSE: AWK) for an aggregate purchase price of $835 million consisting of $745 million in cash and $90 million of assumed debt. The transaction is expected to close in mid-year 2000 following regulatory approvals. Citizens Water Resources is the first of Citizens' Public Services businesses to be sold. Sales of Citizens' gas and electric businesses are expected to be completed by year-end. The proceeds from the divestitures will be used to permanently fund Citizens' announced acquisitions of nearly 800,000 telephone access lines. Citizens Water Resources serves 305,000 customers, representing a population of about one million, in six states: Arizona, California, Illinois, Indiana, Ohio and Pennsylvania. For the twelve months ended June 30, 1999 and excluding the operating results for Electric Lightwave, Citizens Water Resources contributed 8 percent of Citizens' earnings before interest, taxes, depreciation and amortization and 11 percent of Citizens' operating income. "This transaction affirms our confidence in the substantial value of our Public Services businesses," said Leonard Tow, Citizens' chairman and chief executive officer. "Based on the level of interest expressed by prospective purchasers of our gas and electric operations, we are confident that there will be a very spirited competition for these properties." Morgan Stanley Dean Witter serves as financial advisor for the disposition of Citizens' Public Services businesses. Citizens Utilities 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 also owns 83% of Electric Lightwave, Inc. (NASDAQ: ELIX), a facilities-based, integrated communications provider that offers a broad range of services to telecommunications-intensive businesses throughout the United States. More information about Citizens can be found at www.czn.net. 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-----