HAWAIIAN ELECTRIC INDUSTRIES CAPITAL TRUST I
10-Q, 1997-11-10
ELECTRIC SERVICES
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<PAGE>
 
================================================================================
                                                                                
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549
                                   FORM 10-Q

        [ X ]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
               For the quarterly period ended September 30, 1997


                  HAWAIIAN ELECTRIC INDUSTRIES CAPITAL TRUST I
      (Exact Name of Registrant as Specified in Its Certificate of Trust)

                       Commission File Number: 1-8503-01
<TABLE>
<CAPTION>
 
<S>                                     <C>
         Delaware                                  52-6829385
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)
 
   c/o The Bank of New York, 101 Barclay Street, 21st Floor, New York, N.Y.
     10286, (212) 815-5084
               Attention: Corporate Trust Trustee Administration
  (Address, including zip code, and telephone number, including area code, of
     principal executive offices)
 
          Securities registered pursuant to Section 12(b) of the Act:
Title of each class                    Name of each exchange on which registered
- -------------------------------------  -----------------------------------------
8.36% Trust Originated Preferred       New York Stock Exchange
 Securities (TOPrS)            
(and the related guarantee)     
       Securities registered pursuant to Section 12(g) of the Act: None
 
</TABLE>

                           HEI PREFERRED FUNDING, LP
      (Exact Name of Registrant as Specified in Its Certificate of Limited
                                  Partnership)

                       Commission File Number: 1-8503-02
<TABLE>
<CAPTION>
 
<S>                                     <C>
          Delaware                                   52-2007237
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)
 
  300 Delaware Avenue, Suite 1704, Wilmington, Delaware 19801, (302) 427-5738
  (Address, including zip code, and telephone number, including area code, of
                         principal executive offices)
 
          Securities registered pursuant to Section 12(b) of the Act:
Title of each class                     Name of each exchange on which registered
- -------------------------------------   -----------------------------------------
8.36% Partnership Preferred             None
 Securities                
(and the related guarantee) 

       Securities registered pursuant to Section 12(g) of the Act: None
</TABLE>

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.    Yes  x   No
                                          -----  -----      

As of September 30, 1997, no voting securities of the Registrants were held by
non-affiliates of the Registrants.
===============================================================================
<PAGE>
 
                  Hawaiian Electric Industries Capital Trust I
                           HEI Preferred Funding, LP
                  Form 10-Q--Quarter ended September 30, 1997

                                     INDEX
                                                                       PAGE NO.

                         PART I.  FINANCIAL INFORMATION

Item  1.      Financial statements

        Hawaiian Electric Industries Capital Trust I
        --------------------------------------------
<TABLE> 
       <S>                                                              <C>
        Balance sheet (unaudited) - September 30, 1997....................1

        Statements of earnings (unaudited) - for the three months
         ended September 30, 1997 and the period February 4, 1997
         (inception) to September 30, 1997................................1

        Statements of changes in stockholders' equity (unaudited) -
         for the three months ended September 30, 1997 and the period
         February 4, 1997 (inception) to September 30, 1997...............2

        Statement of cash flows (unaudited) -
         for the period February 4, 1997 (inception) to September 30,
         1997.............................................................2

        Notes to financial statements (unaudited).........................3

        HEI Preferred Funding, LP
        -------------------------

        Balance sheet (unaudited) - September 30, 1997....................4

        Statements of earnings (unaudited) - for the three months
         ended September 30, 1997 and the period February 4, 1997
         (inception) to September 30, 1997................................4

        Statements of changes in partners' capital (unaudited) -
         for the three months ended September 30, 1997 and the period
         February 4, 1997 (inception) to September 30, 1997...............5

        Statement of cash flows (unaudited) - for the period
         February 4, 1997 (inception) to September 30, 1997...............5

        Notes to financial statements (unaudited).........................6

Item 2. Management's discussion and analysis of financial condition
         and results of operations........................................6
<CAPTION> 
                          PART II.  OTHER INFORMATION

<S>             <C>                                                   <C>
Item 1. Legal proceedings.................................................7
Item 2. Changes in securities.............................................7
Item 3. Defaults upon senior securities...................................7
Item 4. Submission of matters to a vote of security holders...............7
Item 5. Other information.................................................7
Item 6. Exhibits and reports on Form 8-K..................................7
Signatures................................................................9
</TABLE>
                                       

                                       i
<PAGE>
 
<TABLE>
<CAPTION>

                         PART I - FINANCIAL INFORMATION
- --------------------------------------------------------------------------------

ITEM 1.  FINANCIAL STATEMENTS
- -----------------------------

Hawaiian Electric Industries Capital Trust I
BALANCE SHEET (UNAUDITED)
                                            September 30,
(in thousands)                                  1997
- --------------------------------------------------------

Assets
- ------
<S>                                           <C>
Investment in partnership                     
 preferred securities.......................  $103,093
                                              ========
Stockholders' equity
- --------------------
Preferred securities (8.36% Trust Originated
 Preferred Securities; 4,000,000 authorized,
 issued and outstanding; $25 liquidation
 amount per security).......................  $100,000

Common securities (8.36% Trust Common
 Securities; 123,720 authorized, issued
  and outstanding; $25 liquidation amount
   per security)............................     3,093
                                              --------
                                              $103,093
                                              ========
</TABLE>
See accompanying notes to financial statements.
 
 
<TABLE> 
<CAPTION> 
Hawaiian Electric Industries Capital Trust I
STATEMENTS OF EARNINGS (UNAUDITED)
 
                                Three months               February 4, 1997
                                   ended                   (inception) to
                                September 30,               September 30,         
(in thousands)                      1997                       1997
 ---------------------------------------------------------------------------------
<S>                                       <C>                             <C>      
Earnings
Income on partnership                     
 preferred securities.......          $2,155                         $5,626
                               ============================ =======================

</TABLE> 
 
 Note:  Hawaiian Electric Industries, Inc. owns all of Hawaiian Electric
        Industries Capital Trust I's common securities. Therefore, per share
        data is not meaningful.
        
See accompanying notes to financial statements.

                                       1
<PAGE>
 
<TABLE>
<CAPTION>

Hawaiian Electric Industries Capital Trust I
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)

                                                                           Three months                   February 4, 1997
                                                                               ended                       (inception) to
                                                                            September 30,                   September 30,
(in thousands)                                                                  1997                            1997
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>                                <C>
Preferred securities, beginning of period..................................      $100,000                           $   -
  Issuance of preferred securities on
    February 4, 1997 (inception)...........................................           --                          100,000
                                                                             ------------                    ------------
  Balance, end of period...................................................       100,000                         100,000
                                                                             ------------                    ------------
Common securities, beginning of period.....................................         3,093                              --
  Issuance of common securities on
    February 4, 1997 (inception)...........................................             --                           3,093
                                                                              ------------                    ------------
  Balance, end of period...................................................          3,093                           3,093
                                                                             -------------                    ------------
Retained earnings, beginning of period.....................................            --                              --
  Earnings.................................................................         2,155                           5,626
  Distribution on common securities........................................           (65)                           (169)
  Distribution on preferred securities.....................................        (2,090)                         (5,457)
                                                                             ------------                    ------------
  Balance, end of period...................................................            --                              --
                                                                             ------------                    ------------
Total stockholders' equity.................................................     $ 103,093                        $103,093
                                                                             ============                    ============
                                                                                                                           
See accompanying notes to financial statements.                              

Hawaiian Electric Industries Capital Trust I
STATEMENT OF CASH FLOWS (UNAUDITED)


                                                                                                          February 4, 1997
                                                                                                           (inception) to
                                                                                                          September 30, 1997
(in thousands)                                                                                                   1997
- ------------------------------------------------------------------------------------------------------------------------------------

Cash flows from operating activities
Earnings.....................................................................................................     $   5,626
                                                                                                               ------------
Net cash provided by operating activities....................................................................         5,626
                                                                                                               ------------
Cash flows from investing activities
Purchase of partnership preferred securities on February 4, 1997 (inception).................................      (103,093)
                                                                                                               ------------
Net cash used in investing activities........................................................................      (103,093)
                                                                                                               ------------
Cash flows from financing activities
Proceeds from issuance of preferred securities on February 4, 1997 (inception)...............................       100,000
Proceeds from issuance of common securities on February 4, 1997 (inception)..................................         3,093
Distribution on common securities............................................................................          (169)
Distribution on preferred securities.........................................................................        (5,457)
                                                                                                               ------------
Net cash provided by financing activities....................................................................        97,467
                                                                                                               ------------
Net increase in cash and equivalents.........................................................................            --
Cash and equivalents, beginning of period....................................................................            --
                                                                                                               ------------
Cash and equivalents, end of period..........................................................................        $   --
                                                                                                               ============
</TABLE>

See accompanying notes to financial statements.

                                       2
<PAGE>
 
Hawaiian Electric Industries Capital Trust I
NOTES TO FINANCIAL STATEMENTS
September 30, 1997
(Unaudited)

- --------------------------------------------------------------------------------
(1)  BASIS OF PRESENTATION
- --------------------------

The accompanying unaudited financial statements have been prepared in conformity
with generally accepted accounting principles (GAAP) for interim financial
information and with the instructions to Securities and Exchange Commission
(SEC) Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by GAAP for complete
financial statements. The accompanying unaudited financial statements should be
read in conjunction with the financial statements and notes thereto in Hawaiian
Electric Industries Capital Trust I's Quarterly Reports on SEC Form 10-Q for the
period February 4, 1997 (inception) to March 31, 1997 and quarter ended
June 30,1997. In preparing the Trust's financial statements, management is
required to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the balance sheet and the reported amounts of earnings for the
period. Actual results could differ significantly from those estimates.

In the opinion of the management of Hawaiian Electric Industries Capital Trust I
(the Trust), the accompanying unaudited financial statements contain all
material adjustments required by GAAP to present fairly the Trust's financial
position as of September 30, 1997, the results of its operations for the three
months ended September 30, 1997 and for the period February 4, 1997 (inception)
to September 30, 1997 and its cash flows for the period February 4, 1997
(inception) to September 30, 1997. All such adjustments are of a normal
recurring nature, unless otherwise disclosed in this Form 10-Q or other
referenced material. The Trust was formed under Delaware law on December 19,
1996, but engaged in no activity until it was capitalized through the issuance
of the Trust Preferred Securities and Trust Common Securities on February 4,
1997 (inception) with the proceeds from the sale of the Trust Preferred
Securities and the Common Securities. Accordingly, only the current period's
results, commencing February 4, 1997 (inception) are presented.

                                       3
<PAGE>
 
<TABLE>
<CAPTION>

HEI Preferred Funding, LP
BALANCE SHEET (UNAUDITED)
                                                                  September 30,   
(in thousands)                                                        1997
- -------------------------------------------------------------------------------

Assets
- ------
<S>                                                  <C>        
Cash and equivalents.........................         $                        1
Interest receivable..........................                                 43
Investments
   Corporate commercial paper................                              1,213
   Affiliate debentures......................                            120,073
                                                  ------------------------------
                                                      $                  121,330
                                                  ==============================

Liabilities and Partners' capital
- ---------------------------------

Liabilities
   Accounts payable to affiliate.............         $                       44

Partners' capital
   Limited partner interest..................                            103,093
   General partner interest..................                             18,193
                                                  ------------------------------
   Total partners' capital...................                            121,286
                                                  ------------------------------
                                                      $                  121,330
                                                  ==============================
</TABLE>
See accompanying notes to financial statements.

<TABLE>
<CAPTION>

HEI Preferred Funding, LP
STATEMENTS OF EARNINGS (UNAUDITED)
                                                                 February 4,      
                                         Three months               1997       
                                            ended               (inception) to     
                                         September 30,          September 30, 
(in thousands)                              1997                     1997
- --------------------------------------------------------------------------------
<S>                                    <C>                         <C>     
Earnings
Interest income
   Affiliate debentures..........           $2,509                        $6,552
   Corporate commercial paper....               17                            44
                                      --------------------- --------------------
                                            $2,526                        $6,596
                                      =====================  ===================

Note:  Hycap Management, Inc., a wholly owned subsidiary of Hawaiian Electric
       Industries, Inc., is the sole general partner of HEI Preferred Funding,
       LP. Per share data is not meaningful for HEI Preferred Funding, LP.
</TABLE>
       
See accompanying notes to financial statements.

                                       4
<PAGE>
 
<TABLE>
<CAPTION>

HEI Preferred Funding, LP
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL  (UNAUDITED)
               
                                                 Three months          February 4, 1997
                                                    ended                (inception) to
                                                September 30,           September 30, 
(in thousands)                                      1997                    1997 
- -----------------------------------------------------------------------------------------


<S>                                                <C>          <C>
Limited partner's capital, beginning of  period.   $ 103,093         $      --
   Issuance of preferred securities on
    February 4, 1997 (inception).................         --           103,093
   Earnings allocated to limited partner.........      2,155             5,626
   Distribution to limited partner...............     (2,155)           (5,626)
                                                  ----------        ----------
   Balance, end of period........................    103,093           103,093
                                                  ----------        ----------
General partner's capital, beginning of period...     18,193                --
   Capital contribution..........................         --            18,193
   Earnings allocated to general partner.........        371               970
   Distribution to general partner...............       (371)             (970)
                                                  -----------       ----------
   Balance, end of period........................     18,193            18,193
                                                  ----------        ----------
Total partners' capital..........................  $ 121,286         $ 121,286
                                                  ==========        ==========

See accompanying notes to financial statements.

HEI Preferred Funding, LP
STATEMENT OF CASH FLOWS (UNAUDITED)
                                                               February 4, 1997
                                                                (inception) to
                                                                 September 30,
(in thousands)                                                       1997
- --------------------------------------------------------------------------------
Cash flows from operating activities
Earnings..................................................           $   6,596
Increase in interest  receivable..........................                 (43)
Increase in accounts payable to affiliate.................                  44
                                                               -----------------
Net cash provided by operating activities.................               6,597
                                                               -----------------
Cash flows from investing activities
Purchase of affiliate debentures..........................            (120,073)
Purchase of commercial paper..............................              (1,213)
                                                               -----------------
Net cash used in investing activities.....................            (121,286)
                                                               -----------------
Cash flows from financing activities
Proceeds from issuance of preferred securities.............            103,093
Capital contribution - general partner.....................             18,193
Distribution to limited partner............................             (5,626)
Distribution to general partner............................               (970)
                                                               -----------------
Net cash provided by financing activities..................            114,690
                                                               -----------------
Net increase in cash and equivalents.......................                  1
Cash and equivalents, beginning of period..................                 --
                                                               -----------------
Cash and equivalents, end of period........................          $       1
                                                               =================
</TABLE>
See accompanying notes to financial statements.

                                       5
<PAGE>
 
HEI Preferred Funding, LP
NOTES TO FINANCIAL STATEMENTS
September 30, 1997
(Unaudited)

- -------------------------------------------------------------------------------
(1)  BASIS OF PRESENTATION
- --------------------------

The accompanying unaudited financial statements have been prepared in conformity
with GAAP for interim financial information and with the instructions to SEC
Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all
of the information and footnotes required by GAAP for complete financial
statements. The accompanying unaudited financial statements should be read in
conjunction with the financial statements and notes thereto in HEI Preferred
Funding, LP's Quarterly Reports on SEC Form 10-Q for the period February 4, 1997
(inception) to March 31, 1997 and quarter ended June 30, 1997. In preparing the
Partnership's financial statements, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the balance sheet
and the reported amounts of earnings for the period. Actual results could differ
significantly from those estimates.

In the opinion of the management of HEI Preferred Funding, LP (the Partnership),
the accompanying unaudited financial statements contain all material adjustments
required by GAAP to present fairly the Partnership's financial position as of
September 30, 1997, the results of its operations for the three months ended
September 30, 1997 and for the period February 4, 1997 (inception) to September
30, 1997 and its cash flows for the period February 4, 1997 (inception) to
September 30, 1997. All such adjustments are of a normal recurring nature,
unless otherwise disclosed in this Form 10-Q or other referenced material. The
Partnership was formed on December 23, 1996, but engaged in no activity until it
was capitalized through the issuance of its Partnership Preferred Securities and
general partner interest on February 4, 1997 (inception) with the proceeds from
the sale of the Partnership Preferred Securities and the general partner
interest. Accordingly, only the current period's results, commencing February 4,
1997 (inception) are presented.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- --------------------------------------------------------------------------------
OF OPERATIONS
- -------------

Hawaiian Electric Industries Capital Trust I (the Trust) is a statutory business
trust formed under the Delaware Business Trust Act, as amended, pursuant to a
trust agreement and a certificate of trust filed with the Secretary of State on
December 19, 1996. The Trust Agreement was subsequently amended by an amended
and restated trust agreement dated as of February 1, 1997. The Trust exists for
the exclusive purposes of (i) issuing trust securities, consisting of 8.36%
Trust Originated Preferred Securities (the Trust Preferred Securities) and trust
common securities (the Trust Common Securities), representing undivided
beneficial ownership interests in the assets of the Trust, (ii) investing the
gross proceeds of the trust securities in 8.36% Partnership Preferred Securities
(the Partnership Preferred Securities) issued by HEI Preferred Funding, LP (the
Partnership), and (iii) engaging in only those other activities necessary or
incidental thereto.

The Partnership is a limited partnership formed under the Delaware Revised
Uniform Limited Partnership Act, as amended, pursuant to an agreement of limited
partnership and filing of a certificate of limited partnership with the
Secretary of State on December 23, 1996, which was subsequently amended by an
amended and restated agreement of limited partnership dated as of February 1,
1997. Hycap Management, Inc. (Hycap), a wholly owned subsidiary of Hawaiian
Electric Industries, Inc. (the Company), is the sole general partner of the
Partnership. The Partnership is managed by the general partner and exists for
the exclusive purposes of (a) purchasing certain eligible debt instruments of
the Company and the wholly owned subsidiaries of the Company (collectively, the
Affiliate Investment Instruments) and certain U.S. government obligations and
commercial paper of unaffiliated entities (Eligible Debt Securities) with the
proceeds from (i) the sale of its Partnership Preferred Securities, representing
a limited partner interest in the Partnership, to the Trust and (ii) a capital
contribution in exchange for the general partner interest in the Partnership,
(b) receiving interest and other payments on the Affiliate Investment
Instruments and the Eligible Debt Securities held by the Partnership from time
to time, (c) making distributions on the Partnership Preferred Securities and
distributions on the general partner interest in the Partnership if, as and when
declared by the general partner in its sole discretion, (d) subject to the
restrictions and conditions contained in the Agreement of Limited Partnership,
making 

                                       6
<PAGE>
 
additional investments in Affiliate Investment Instruments and Eligible
Debt Securities and disposing of any such investments, and (e) except as
otherwise limited in the Agreement of Limited Partnership, entering into, making
and performing all contracts and other undertakings, and engaging in those
activities and transactions as the general partner deems necessary or advisable
for carrying out the purposes of the Partnership.

The Registrant's activities are limited to issuing securities and investing the
proceeds as described above. Since the Trust was organized on December 19, 1996,
its activities, as specified in its declaration of trust, have been limited to
the issuance of the Trust Preferred Securities and the Trust Common Securities,
the investing of the proceeds in the Partnership Preferred Securities, and the
payment of distributions on the Trust Preferred Securities and the Trust Common
Securities in accordance with their terms. Since the Partnership was organized
on December 23, 1996, its activities, as specified in its agreement of limited
partnership, have been limited to the issuance of the Partnership Preferred
Securities, the receipt of a capital contribution from Hycap, as general
partner, the investment of the proceeds from the sale of the Partnership
Preferred Securities and the General Partner interest in the Affiliate
Investment Instruments and certain eligible debt securities, and the payment of
distributions on the Partnership Preferred Securities. All of the foregoing
activities of the Trust and the Partnership occurred in or after February 1997.

                          PART II - OTHER INFORMATION
- --------------------------------------------------------------------------------

ITEM 1.  LEGAL PROCEEDINGS
- --------------------------

The Registrants know of no material legal proceedings involving the Trust, the
Partnership or the assets of either of them.

ITEM 2.  CHANGES IN SECURITIES
- ------------------------------
Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
- ----------------------------------------
Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------------------------------------------------------------
Not applicable.

ITEM 5.  OTHER INFORMATION
- -----------------------------
Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
- -----------------------------------------
(A)            EXHIBITS
Exhibit 4.1                     Certificate of Trust dated as of December 19,
                                1996 (incorporated by reference to Exhibit
                                4(a)(i) to Registration Statement on Form S-3
                                (No. 333-18809) (the "Registration Statement"))
 
Exhibit 4.2                     Amended and Restated Trust Agreement of the
                                Trust dated as of February 1, 1997 (incorporated
                                by reference to Exhibit 4(f) to the Current
                                Report on Form 8-K of Hawaiian Electric
                                Industries, Inc. dated February 4, 1997, File
                                No. 1-8503 (the "February 4, 1997 Form 8-K"))
 
Exhibit 4.3                     Amended and Restated Certificate of Limited
                                Partnership of the Partnership dated as of
                                December 23, 1996 (incorporated by reference to
                                Exhibit 4(c) to the Registration Statement)

                                       7
<PAGE>
 
(A)     EXHIBITS (CONTINUED)
 
Exhibit 4.4                     Amended and Restated Agreement of Limited
                                Partnership of the Partnership dated as of
                                February 1, 1997  (incorporated by reference
                                to Exhibit 4(e) to the February 4, 1997 Form
                                8-K)
 
Exhibit 4.5                     Trust Preferred Securities Guarantee Agreement
                                with respect to the Trust dated as of
                                February 1, 1997  (incorporated by reference
                                to Exhibit 4(o) to the February 4, 1997 Form
                                8-K)
 
Exhibit 4.6                     Partnership Guarantee Agreement with respect
                                to the Partnership dated as of February 1,
                                1997  (incorporated by reference to Exhibit
                                4(p) to the February 4, 1997 Form 8-K)
 
Exhibit 4.7                     Junior Indenture between HEI and The Bank of
                                New York, as Trustee, dated as of February 1,
                                1997 (incorporated by reference to Exhibit
                                4(i) to the February 4, 1997 Form 8-K)
 
Exhibit 4.8                     Officers' Certificate in connection with
                                issuance of 8.36% Junior Subordinated
                                Debenture, Series A, Due 2017 under Junior
                                Indenture of HEI (incorporated by reference to
                                Exhibit 4(l) to the February 4, 1997 Form 8-K)
 
Exhibit 4.9                     Affiliate Investment Instruments Guarantee
                                Agreement with respect to 8.36% Junior
                                Subordinated Debenture of HEIDI dated as of
                                February 1, 1997  (incorporated by reference
                                to Exhibit 4(q) to the February 4, 1997 Form
                                8-K)
 
Exhibit 4.10                    8.36% Trust Originated Preferred Security
                                (Liquidation Amount $25 Per Trust Preferred
                                Security) of the Trust (incorporated by
                                reference to Exhibit 4(m) to the February 4,
                                1997 Form 8-K)
 
Exhibit 4.11                    8.36% Junior Subordinated Debenture Series A,
                                Due 2017, of HEI  (incorporated by reference
                                to Exhibit 4(n) to the February 4, 1997 Form
                                8-K)
 
Exhibit 4.12                    Certificate Evidencing Trust Common Securities
                                of the Trust dated February 4, 1997
                                (incorporated by reference to Exhibit 4.12 to
                                the Quarterly Report on Form 10-Q of Hawaiian
                                Electric Industries Capital Trust I, File No.
                                1-8503-01, and HEI Preferred Funding, LP, File
                                No. 1-8503-02, for the quarter ended March 31,
                                1997)
 
Exhibit 4.13                    Certificate  Evidencing Partnership Preferred
                                Securities of the Partnership dated
                                February 4, 1997 (incorporated by reference to
                                Exhibit 4.13 to the Quarterly Report on Form
                                10-Q of Hawaiian Electric Industries Capital
                                Trust I, File No. 1-8503-01, and HEI Preferred
                                Funding, LP, File No. 1-8503-02, for the
                                quarter ended March 31, 1997)
 
Exhibit 12                      Computation of ratios of earnings to combined
                                fixed charges and preferred securities
                                distributions, for the period February 4, 1997
                                (inception) to September 30, 1997

                                       8
<PAGE>
 
(A)   EXHIBITS (CONTINUED)
 
Exhibit 27.1                    Hawaiian Electric Industries Capital Trust I
                                -- Financial Data Schedule
                                September 30, 1997 and for the period February
                                4, 1997 (inception) to September 30, 1997
 
Exhibit 27.2                    HEI Preferred Funding, LP -- Financial Data
                                Schedule 
                                September 30, 1997 and for the period
                                February 4, 1997 (inception) to September 30,
                                1997

 (B)  REPORTS ON FORM 8-K

None



                                   SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrants have duly caused this report to be signed on their
behalf by the undersigned, thereunto duly authorized on the 10th day of
November, 1997.


                        
                                       HAWAIIAN ELECTRIC INDUSTRIES
                                       CAPITAL TRUST I



                                       By:    /s/Robert F. Mougeot
                                              --------------------

                                       Name:  Robert F. Mougeot 
                                       Title: Regular Trustee (Principal
                                              Financial Officer of the Trust)

 
                                       By:    /s/Constance H. Lau
                                              -------------------

                                       Name:  Constance H. Lau
                                       Title: Regular Trustee



                                       HEI PREFERRED FUNDING, LP


                                       By: HYCAP MANAGEMENT, INC., as General
                                           Partner



                                       By:    /s/Robert F. Mougeot
                                              --------------------
                                       Name:  Robert F. Mougeot
                                       Title: Vice President
                                              (Principal Financial Officer of 
                                              the Partnership)

                                       9

<PAGE>
 
                                                                      Exhibit 12
                                                                      ----------


Hawaiian Electric Industries Capital Trust I
HEI Preferred Funding, LP
COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED
SECURITIES DISTRIBUTIONS
(unaudited)


<TABLE>
<CAPTION>

                                                    For the period February 4, 1997 (inception)
                                                               to September 30, 1997
                                           ---------------------------------------------------------------
                                                 Hawaiian Electric
                                               Industries Capital                     HEI Preferred
(dollars in thousands)                              Trust I                            Funding, LP
 ----------------------------------------------------------------------------------------------------------
 <S>                                          <C>                                     <C>
Earnings................................            $5,626                                 $6,596
                                        ========================         ==================================


Fixed charges...........................           $    --                              $      --
Preferred securities distribution                                                           
 requirements...........................             5,457                                  5,626
                                        ------------------------         ----------------------------------
 TOTAL COMBINED FIXED CHARGES AND
  PREFERRED SECURITIES DISTRIBUTIONS..              $5,457                                 $5,626
                                        ========================         ==================================
RATIO OF EARNINGS TO COMBINED FIXED
  CHARGES AND PREFERRED SECURITIES
   DISTRIBUTIONS......................               1.03                                    1.17
                                        ========================         ==================================
</TABLE>

<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> 5
<CIK> 0001029528
<NAME> HAWAIIAN ELECTRIC INDUSTRIES CAPITAL TRUST I
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             FEB-04-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                               0
<SECURITIES>                                   103,093
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 103,093
<CURRENT-LIABILITIES>                                0
<BONDS>                                              0
                                0
                                    100,000
<COMMON>                                         3,093
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                   103,093
<SALES>                                              0
<TOTAL-REVENUES>                                 5,626
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                  5,626
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                              5,626
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     5,626
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>

<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> 5
<CIK> 0001029534
<NAME> HEI PREFERRED FUNDING, LP
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             FEB-04-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                               1
<SECURITIES>                                   121,286
<RECEIVABLES>                                       43
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                 1,257
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 121,330
<CURRENT-LIABILITIES>                               44
<BONDS>                                              0
                                0
                                    103,093
<COMMON>                                        18,193
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                   121,330
<SALES>                                              0
<TOTAL-REVENUES>                                 6,596
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                  6,596
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                              6,596
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     6,596
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        


</TABLE>


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