File No. 33-52873
As filed with the Securities and Exchange Commission on April 7, 1995
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CITIZENS UTILITIES COMPANY
(Exact name of registrant as specified in charter)
DELAWARE 06-0619596
(State or other jurisdiction (IRS employer
of incorporation or organization) identification number)
High Ridge Park, Bldg. No. 3, Stamford, Connecticut 06905
(203) 329-8800
(Address including zip code and telephone number including area code, of
registrant's principal executive offices)
Robert J. DeSantis
Vice President and Treasurer
Citizens Utilities Company
High Ridge Park, Bldg. No. 3
P.O. Box 3801
Stamford, Connecticut 06905
Tel. No. (203) 329-8800
(Name, address, including zip code, and telephone number,including area code,
of agent for service)
Copies to:
Jonathan Churchill
Boulanger, Hicks, Stein & Churchill, P.C.
135 East 57th Street
New York, New York 10022
Tel. No. (212) 838-5600
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Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
____________________________________________
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
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Description Amount
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Securities and Exchange Commission filing fee . . . . . .$ 27,909
Printing(1) . . . . . . . . . . . . . . . . . . . . . . . 20,000
Legal Services(1) . . . . . . . . . . . . . . . . . . . . 5,000
Accounting services(1). . . . . . . . . . . . . . . . . . 3,000
New York Stock Exchange listing fee . . . . . . . . . . . 17,500
Miscellaneous(1). . . . . . . . . . . . . . . . . . . . . 8,591
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Total. . . . . . . . . . . . . . . . . . . . . . . . .$ 82,000
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(1) Estimated.
Item 15. Indemnification of Directors and Officers.
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The Company, 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, as amended (the "Act"),
as therein provided. In addition, By-Laws 24 and 24A of the Company and a
resolution adopted by the Board of Directors in connection with the issuance
of the Common Stock provide for indemnification of specified persons,
including officers and directors of the Company, for liabilities arising
under said Act, as provided in said By-Laws and resolution.
The Company also maintains insurance 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 16. Exhibits.
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An Exhibit Index, containing a list of all exhibits to this
registration statement, commences on page II-6.
Item 17. Undertakings.
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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 ("Act");
(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;
(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 clauses (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
clauses is contained in periodic reports filed 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
Act, 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.
(4) That, for purposes of determining any liability under the Act,
each filing of the registrant's annual report pursuant to Section 13(a) or
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.
Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions set forth in Item 15 (other than policies of
insurance), 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.
[This space intentionally left blank]
SIGNATURES
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-3 and has duly caused this
Amendment No. 1 to the 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 7th day of April, 1995.
CITIZENS UTILITIES COMPANY
By:
/s/ Robert J. DeSantis
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Robert J. DeSantis
Vice President and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Title Date
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/s/ Leonard Tow* Chairman of the Board, April 7, 1995
- ---------------- Chief Executive Officer,
(Leonard Tow) Chief Financial Officer
and Director
/s/ Robert J. DeSantis* Vice President and April 7, 1995
- ------------------------ Treasurer
(Robert J. DeSantis)
/s/ Norman I. Botwinik* Director April 7, 1995
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(Norman I. Botwinik)
/s/ Stanley Harfenist* Director April 6, 1995
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(Stanley Harfenist)
/s Andrew N. Heine* Director April 6, 1995
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(Andrew N. Heine)
/s/ Aaron I. Fleishman* Director April 6, 1995
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(Aaron I. Fleischman)
/s/ Elwood A. Rickless* Director April 6, 1995
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(Elwood A. Rickless)
/s/ John L. Schroeder* Director April 7, 1995
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(John L. Schroeder)
/s/ Robert D. Siff* Director April 7, 1995
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(Robert D. Siff)
/s/ Robert A. Stanger* Director April 7, 1995
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(Robert A. Stanger)
/s/ Edwin Tornberg* Director April 7, 1995
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(Edwin Tornberg)
/s/ Claire L. Tow* Director April 7, 1995
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(Claire Tow)
*By /s/ Robert J. DeSantis
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Attorney-in-fact
EXHIBIT INDEX
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Exhibit
No. Description
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3.1 * Restated Certificate of Incorporation of Citizens Utilities
Company, with all amendments to March 9, 1994.
3.2 * Bylaws of Citizens Utilities Company, as amended to-date.
4.0 Direct Stock Purchase Plan, as amended, of Citizens Utilities
Company.
5 ** Opinion of Boulanger, Hicks, Stein & Churchill, P.C.
23 Consent of KPMG Peat Marwick LLP
23.1 ** Consent of Boulanger, Hicks, Stein & Churchill (contained in
Exhibit No. 5).
23.2 Consent of Arthur Andersen LLP
25 ** Powers of Attorney.
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* Exhibits Nos. 3.1 and 3.2 are incorporated by reference to such
documents bearing the designation Exhibits Nos. 3.200.1 and 3.200.2
filed with the Company's Registration Statement on Form S-3,
No. 33-51529, filed December 16, 1993.
** Previously filed.