SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________
EQUITABLE OF IOWA COMPANIES
[Exact name of Registrant as specified in its charter]
IOWA 42-1083593
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
604 LOCUST STREET
P.O. BOX 1635
DES MOINES, IOWA 50306-1635
(515) 245-6911
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
JOHN A. MERRIMAN
SECRETARY AND GENERAL COUNSEL
604 LOCUST STREET
P.O. BOX 1635
DES MOINES, IOWA 50306-1635
(515) 245-6787
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
_______________
Copies To:
G. R. Neumann
Nyemaster, Goode, McLaughlin, Voigts,
West, Hansell & O'Brien, P.C.
1900 Hub Tower
Des Moines, Iowa 50309
(515) 283-3121
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable 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. [X]
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, check the following box. [_].
CALCULATION OF REGISTRATION FEE
______________________________________________________________________________
Proposed Proposed
maximum maximum
Title of each class offering aggregate Amount of
of securities to be Amount to be price per offering registration
registered registered share* price* fee
______________________________________________________________________________
Common Stock, no par
value (including
associated Rights) 500,000 $35.5625 $17,781,250.00 $6,131.47
______________________________________________________________________________
* Estimated solely for the purpose of calculating the registration fee
and based upon the average of the high and low sale prices of the
Common Stock of the Registrant on the New York Stock Exchange
Composite Transaction Reporting System on August 10, 1994.
PROSPECTUS
EQUITABLE OF IOWA COMPANIES
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The Dividend Reinvestment and Stock Purchase Plan (the "Plan") of
Equitable of Iowa Companies (the "Company") provides shareholders of record
of the Company's Common Stock without par value ("Common Stock") a convenient
way to invest cash dividends and optional cash payments in additional shares
of Common Stock without payment of any brokerage commissions or service
charges.
Participants in the Plan have the following options:
Full Dividend Reinvestment -- Participants may automatically reinvest
dividends on all shares of Common Stock registered in their names and,
if desired, make optional cash payments.
Partial Dividend Reinvestment -- Participants may automatically
reinvest dividends on a specified number of whole shares of Common Stock
registered in their names while continuing to receive cash dividends on
the remaining shares registered in their names and, if desired, make
optional cash payments.
Optional Cash Payments Only -- Participants may make optional cash
payments only of not less than $25 and not more than $5,000 per calendar
month while continuing to receive cash dividends on shares registered in
their names.
All dividends paid on the shares in a participant's Plan account will be
automatically reinvested.
Purchase of Shares. Shares of the Company's Common Stock acquired
under the Plan may be purchased directly from the Company or may be
acquired in market transactions, as the Company may determine. The
price of shares of Common Stock purchased for Plan accounts will be the
Average Price (as defined in Question 15).
Nonparticipants. Shareholders who do not wish to participate in the
Plan will continue to receive cash dividends, as declared.
This Prospectus should be retained for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is August 11, 1994.
FOR NORTH CAROLINA INVESTORS: The Commissioner of Insurance of the State of
North Carolina has not approved or disapproved this offering, nor has such
Commissioner passed upon the accuracy or adequacy of this Prospectus.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company may be inspected and
copied at the public reference facilities maintained by the Commission at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's Regional Offices located at Suite 1400, Northwestern Atrium
Center, 500 West Madison Street, Chicago, Illinois 60601, and 13th Floor,
Seven World Trade Center, New York, New York 10048. Copies of such
materials can be obtained by mail from the Public Reference Branch of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. In addition, such material may also be inspected and copied at the
offices of the New York Stock Exchange, Inc., 20 Broad Street, New York,
New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission (File No.
0-8590) are incorporated by reference into this Prospectus and made a part
hereof:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1993 (which incorporates by reference certain portions of the
Company's definitive Notice and Proxy Statement for the Company's 1994
Annual Meeting of Stockholders).
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1994.
3. The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1994.
4. The descriptions of the Company's Common Stock and its Shareholder
Rights Agreement, as amended, contained in its Registration Statement filed
pursuant to Section 12 of the Exchange Act and any amendment or report filed
for the purpose of updating those descriptions.
5. All other documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Prospectus and prior to the termination of
this offering shall be deemed to be incorporated herein by reference and to
be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be supplemented, modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document that also is or
is deemed to be incorporated by reference herein supplements, modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so supplemented, modified or superseded, to
constitute a part of this Prospectus.
This Prospectus incorporates documents by reference which are not included
herein or delivered herewith. Copies of these documents, except for the
exhibits to such documents (unless the exhibits are specifically incorporated
by reference in such documents), are available upon request without charge.
Requests should be directed to Equitable of Iowa Companies, 604 Locust Street,
P.O. Box 1635, Des Moines, Iowa 50306-1635, Attention: Secretary, telephone:
(515) 245-6911.
Principal Executive Office. The mailing address of the principal executive
office of the Company is 604 Locust Street, P.O. Box 1635, Des Moines, Iowa
50306-1635 and the telephone number is 515-245-6911.
DESCRIPTION OF THE PLAN
The following description, in question and answer form, constitutes the
Plan that is offered by this Prospectus to holders of record of the Common
Stock.
PURPOSE
1. What is the purpose of the Plan? The purpose of the Plan is to
provide holders of record of the Common Stock with a convenient method of
reinvesting cash dividends and, if they so elect, optional cash payments, in
additional shares of Common Stock without payment of any brokerage commissions
or service charges. Also, to the extent shares of Common Stock are purchased
under the Plan directly from the Company, the Company will be provided with
an additional source of funds for general corporate purposes.
ADVANTAGES
2. What advantages do I have if I participate in the Plan?
* You may increase your investment in the Company by automatically
reinvesting all or part of your cash dividends in shares of Common
Stock.
* All fees, brokerage commissions and administrative costs, other than
those on any sales of shares from a participant's Plan account, are
paid by the Company.
* Your record keeping is simplified since participants receive quarterly
statements of their Plan accounts.
* You will avoid the necessity of safekeeping of certificates for shares
in your Plan account.
* Full and fractional shares are in your Plan account, and all dividends
on full and fractional shares in your Plan account are automatically
reinvested.
* You may make optional cash payments for additional shares of Common
Stock, regardless of whether dividends are being reinvested.
ADMINISTRATION
3. Who administers the Plan? Boatmen's Trust Company (the
"Administrator") administers the Plan, maintains records, sends statements of
account to participants and performs other duties relating to the Plan.
Shares of Common Stock purchased under the Plan are held by the Administrator.
4. How can I communicate with the Administrator regarding the Plan? All
communications regarding the Plan should be sent to:
Boatmen's Trust Company
510 Locust Street, Second Floor
St. Louis, Missouri 63101
You may call 1-800-456-9852. You should use your Plan account number on all
communications relating to your account.
PARTICIPATION
5. Who is eligible to participate in the Plan? All shareholders of
record of the Common Stock are eligible to participate in the Plan.
6. How do I enroll in the Plan? If you wish to participate in the Plan,
complete and sign an Authorization Card and return it to the Administrator.
Reinvestment of dividends will commence with the first dividend paid following
your enrollment in the Plan, provided the Administrator has received your
Authorization Card on or before the record date for the dividend payment.
7. May I participate if my shares are held for me in the name of my bank
or broker? Beneficial owners of Common Stock who wish to participate in the
Plan but whose shares are held for them in registered names other than their
own (such as in the names of brokers, bank nominees, or trustees) must
arrange for the holder of record to participate in the Plan on their behalf
or become holders of record by having shares transferred into their names.
8. What does the Authorization Card provide? The Authorization Card
provides for the purchase of additional shares of Common Stock through the
following options:
* Full Dividend Reinvestment -- You may automatically reinvest dividends
on all shares of Common Stock registered in your name and, if desired,
make optional cash payments of not less than $25 and not more than
$5,000 per calendar month.
* Partial Dividend Reinvestment -- You may automatically reinvest
dividends on a specified number of whole shares of Common Stock
registered in your name while continuing to receive cash dividends on
the remaining shares registered in your name and, if desired, make
optional cash payments of not less than $25 and not more than $5,000
per calendar month.
* Optional Cash Payments Only -- You may invest by making optional cash
payments only of not less than $25 and not more than $5,000 per
calendar month, while continuing to receive cash dividends on all
shares registered in your name. The same amount need not be invested
each month.
All cash dividends paid on the shares in your Plan account will be
automatically reinvested.
By completing the Authorization Card, you are also appointing the
Administrator as your agent to receive and apply the following to the
purchase of additional shares of Common Stock:
* all dividends on shares of Common Stock registered in your name on
which you have elected to reinvest dividends,
* all dividends on the full and fractional shares of Common Stock in
your Plan account, and
* any optional cash payments you may make as a participant.
9. May I transfer to my Plan account shares of Common Stock that are
already registered in my name? Yes. You may have all or some of the shares
of Common Stock that are already registered in your name moved into your Plan
account in order for you to avoid physically holding the stock certificates
representing your shares of Common Stock. Any shares that are moved into your
Plan account will be subject to all of the terms of the Plan, and dividends on
those shares will be automatically reinvested.
10. May I change my method of participation? Yes. You may change your
method of participation at any time by writing to the Administrator. The
change will become effective with the dividend payment following the receipt
of your change instructions, provided they are received by the Administrator
on or before the record date for that dividend payment.
OPTIONAL CASH PAYMENTS
11. How are optional cash payments made? You may make optional cash
payments for the purchase of shares of Common Stock in the amount of not less
than $25 and not more than $5,000 per calendar month. You may make an
optional cash payment by forwarding to the Administrator a check payable to
the Administrator together with either (a) a completed and signed
Authorization Card enrolling you in the Plan or (b) if you are already a
participant in the Plan, a completed and signed Cash Payment Form which will
be sent to the participant by the Administrator upon request by the
participant or as an attachment to the Participant's quarterly transaction
statement. You should use your account number on all communications with the
Administrator. The same amount of money need not be sent each month and
there is no obligation to make an optional cash payment each month. An
optional cash payment of less than $25 and that portion of any optional cash
payment that exceeds the allowable monthly maximum of $5,000 will be returned
to the participant without interest. No interest will be paid by the Company
or the Administrator on optional cash payments held for investment.
12. When are optional cash payments invested? Optional cash payments are
invested in additional shares of Common Stock monthly on the Investment Date
(as described in Question 17). Any optional cash payments received after an
Investment Date will be held until and invested on the next Investment Date.
Since no interest will be paid on optional cash payments, they should be sent
to the Administrator so as to be received shortly before an Investment Date.
13. May I withdraw optional cash payments? Yes. You may withdraw your
uninvested optional cash payments by writing to the Administrator, provided
that your request is received by the Administrator at least two days prior
to the Investment Date.
PURCHASES
14. What is the source of shares purchased under the Plan? Shares
purchased under the Plan will be either newly issued or treasury shares of
the Company or will be purchased in market transactions, as the Company may
elect.
15. What will be the price of shares purchased under the Plan? The price
per share of all shares purchased under the Plan will be the Average Price,
as defined below:
* In the case of purchases of the Company's authorized but unissued
shares or treasury shares, the Average Price is determined by
averaging the high and low prices of shares of Common Stock as
reported on the New York Stock Exchange -- Composite Transaction
Reporting System for the applicable Investment Date.
* In the case of purchases of shares in market transactions, the
Average Price will be the average purchase price per share for all
shares purchased for all Plan participants for the applicable
Investment Date.
16. How many shares will be purchased for participants? Your Plan account
will be credited with the number of shares, including fractional shares up to
four decimal points, equal to the total amount to be invested for your account
divided by the Average Price.
17. When will purchases of shares be made under the Plan? Purchases of
shares under the Plan will be made on the applicable Investment Dates. The
Investment Dates for cash dividends are the dividend payment dates, while
those for optional cash payments are the first day of each month; however, if
any of those days is not a day on which the Common Stock trades on the New
York Stock Exchange, the Investment Date will be the next trading day. In
the event shares are purchased in market transactions, such purchases will
begin on the applicable Investment Date and will be completed as soon as
practicable.
18. How will market purchases be made? Market purchases made by the
Administrator may be made on any securities exchange where the shares are
traded, in the over-the-counter market or in negotiated transactions, and may
be subject to terms agreed to by the Administrator with respect to price,
delivery and other conditions. Neither the Company nor any participant shall
have any authority or power to direct the time or price at which shares may
be purchased.
COSTS
19. Do I incur any expenses in connection with the Plan? The Company will
pay all brokerage fees and administration and service charges incurred in
connection with the Plan, other than those on any sales of shares from your
Plan account. However, you should note the discussion in Question 28
regarding the federal income tax consequences to you of the payment of these
costs by the Company.
REPORTS TO PARTICIPANTS
20. What reports will be sent to participants in the Plan? A quarterly
statement of your Plan account will be mailed shortly after the end of each
calendar quarter. These statements are a continuing record of your Plan
participation and should be retained for tax purposes.
Plan participants will be provided copies of communications sent to all
shareholders generally, including the Company's annual report to shareholders,
notice of annual meeting and proxy statement and income tax information for
reporting dividends paid.
VOTING
21. How will shares in a participant's account under the Plan be voted at
meetings of shareholders? Just as with the shares registered in your name,
you may vote any shares in your Plan account in person or by proxy. Your
proxy voting card will include shares in your Plan account and shares
registered in your name. Shares in your Plan account will not be voted
unless you or your proxy vote them.
TERMINATION OF PARTICIPATION
22. How do I terminate participation in the Plan? You may terminate your
participation in the Plan at any time by sending a written notice of
termination to the Administrator. The Company or the Administrator may refuse
or limit participation in the Plan by anyone and may terminate a participant's
participation in the Plan at any time, by notice in writing mailed to the
participant.
23. When is a termination notice effective? Termination of your
participation in the Plan generally will be effective upon the Administrator's
receipt of your written notice of termination. However, if your written
notification is not received by the Administrator on or before the record date
for a dividend payment, or at least two days prior to the Investment Date for
an optional cash payment, termination will be effective following the
investment of such funds under the terms of the Plan.
Participation in the Plan will not automatically terminate on the sale or
transfer of shares registered in your name that are enrolled in the Plan or
on your withdrawal of all of the shares credited to your Plan account, unless
you provide the Administrator with written notice of termination.
24. What will I receive upon termination? The Administrator will send
you, shortly after your termination becomes effective, a certificate for the
whole shares held in your Plan account and a cash payment for any fractional
share based upon the market value of the Common Stock on the effective date
of termination.
MODIFICATION, SUSPENSION OR TERMINATION OF THE PLAN
25. May the Plan be changed or discontinued? Yes. The Company reserves
the right to suspend, modify or terminate the Plan at any time. All
participants will receive notice of any suspension, termination or
significant modification of the Plan. If the Company terminates the Plan,
share certificates will be issued and cash payments will be made (as described
in Question 24 above).
SALE OF SHARES AND ISSUANCE OF CERTIFICATES
26. How can I sell the shares in my Plan account? The Administrator will,
as soon as practicable after receipt of a participant's written request, sell
all or any portion of the whole shares of Common Stock in such participant's
Plan account and forward the proceeds, less brokerage commissions and any
applicable transfer taxes, to the participant, provided that the minimum
number of shares to be sold shall be one hundred (100) unless the participant
is terminating all participation in the Plan.
27. Will stock certificates be issued for shares of Common Stock
purchased? Normally, you will not be issued certificates for Common Stock
purchased for your Plan account. Shares are held on behalf of the Plan
participants by the Administrator. However, upon your written request, the
Company will issue or cause to be issued to you a certificate for all or any
portion of the whole shares credited to your Plan account.
TAX CONSEQUENCES
28. What are the federal income tax consequences of participation in the
Plan? The following discussion is general in nature and addresses only
certain federal income tax consequences, which are subject to change. You
should consult with your individual tax adviser concerning the federal, state
and local tax consequences of your participation in the Plan.
For federal income tax purposes, the Plan is designed to result in you and
any nonparticipating shareholder receiving equivalent value as a result of
cash dividends paid by the Company. If shares are acquired for your Plan
account as a result of reinvestment of cash dividends, you will be treated as
having received a taxable stock distribution equal to the full amount of money
which could have been received as a cash dividend. If any brokerage fees are
paid by the Company in the acquisition of shares on your behalf (which will
not occur in connection with purchases directly from the Company), you will
be treated as having received a constructive taxable distribution in the
amount of these fees. The Company will furnish you with annual information
as to the amount of these taxable distributions.
Upon termination, you will not realize any taxable income when you receive
certificates for whole shares from your Plan account. If you receive a cash
payment for a fractional share or for shares sold from your Plan account, you
will recognize a gain or loss equal to the difference between the amount
received for the fractional or whole shares sold and the tax basis of those
shares.
Your tax basis for shares purchased through the Plan (including fractional
shares) will be equal to:
* the amount of the reinvested dividends,
* the amount of optional cash payments, and
* the amount of any brokerage fees paid by the Company on your behalf.
Your holding period for shares purchased through the Plan will begin on the
day following the date on which those shares are credited to your account.
If you are or become subject to backup withholding on dividends, you should
consult with your tax adviser as to the effect of such withholding. Any
amount invested on your behalf under such circumstances would be reduced by
the amount required to be withheld.
OTHER INFORMATION
29. What happens if the Company pays a stock dividend, declares a stock
split or makes a rights offering? Any shares of Common Stock (and cash in
lieu of fractional shares) representing stock dividends or stock splits
distributed by the Company on shares of Common Stock in your Plan account
will be added to your account. Shares (and cash in lieu of fractional shares)
representing stock dividends or stock splits distributed on shares of Common
Stock registered in your name which are not held in your Plan account will be
mailed directly to you. In the event that the Company makes available or
distributes to its shareholders rights to purchase additional shares of
Common Stock, or any other securities, the Company will distribute such rights
directly to you, to the extent such rights are represented by separate right
certificates.
30. What are the responsibilities of the Company and the Administrator
under the Plan? Neither the Company nor the Administrator will be liable in
administering the Plan for any act done in good faith or for any good faith
omission to act, including, but not limited to, any claim of liability arising
out of the failure to terminate a participant's account upon such
participant's death prior to receipt of notice in writing of such death.
A participant should recognize that the Company can not assure a profit or
protect against loss on the shares of Common Stock purchased pursuant to the
Plan. As a participant, you bear the risks of ownership of shares of Common
Stock, including, but not limited to, fluctuations in the market price of
Common Stock.
Shareholders are cautioned that this Prospectus does not represent a change
in the Company's cash dividend policy nor a guarantee of future cash divi-
dends, which will depend upon the Company's earnings, financial requirements,
governmental regulations and other factors as determined by the Board of
Directors in its discretion.
USE OF PROCEEDS
The Company is unable to predict the number of shares of Common Stock that
will be purchased from it under the Plan or the prices at which such shares
will be purchased. To the extent that the Common Stock offered hereby is
purchased directly from the Company, the net proceeds from the sale will be
added to the general funds of the Company and will be used for general
corporate purposes.
EXPERTS
The consolidated financial statements and schedules of the Company
incorporated by reference in this Prospectus have been audited by Ernst &
Young LLP, independent auditors, to the extent and for the periods indicated
in their report thereon which is included in the Company's Annual Report on
Form 10-K for the year ended December 31, 1993. The financial statements and
schedules audited by Ernst & Young LLP, have been incorporated herein by
reference in reliance on their report given on their authority as experts in
accounting and auditing.
LEGAL MATTERS
Certain legal matters in connection with the securities offered hereby will
be passed upon for the Company by Nyemaster, Goode, McLaughlin, Voigts, West,
Hansell & O'Brien, P.C., 1900 Hub Tower, Des Moines, Iowa 50309. Attorneys
in such law firm hold shares of Common Stock.
TABLE OF CONTENTS EQUITABLE OF IOWA COMPANIES
Page
Available Information 2
Incorporation of Certain
Documents
by Reference 2
Description of the Plan 4
Purpose 4
Advantages 4
Administration 5
Participation 5
Optional Cash Payments 6 ______________
Purchases 7
Costs 8
Reports to Participants 8 DIVIDEND
Voting 8 REINVESTMENT
Termination of AND
Participation 8 STOCK
Modification, Suspension PURCHASE
or Termination of PLAN
the Plan 9
Sale of Shares and Issuance ______________
of Certificates 9
Tax Consequences 10
Other Information 11
Use of Proceeds 11
Experts 11
Legal Matters 12
No person is authorized to
give any information or to
make any representation not August 11, 1994
contained or incorporated by
reference in this Prospectus,
and, if given or made, such
information or representation
must not be relied upon as
having been authorized.
Neither the delivery of this
Prospectus nor any sale made
hereunder shall, under any
circumstances, create the
implication that there has
been no change in the affairs
of the Company since the date
hereof or that the information
contained or incorporated by
reference herein is correct as
of any time subsequent to its
date. This Prospectus does
not constitute an offer to
sell or a solicitation by
anyone in any jurisdiction
under any circumstances in
which it would be unlawful to
make such offer or
solicitation.
Part II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Securities and Exchange Commission registration fee $6,131
Legal fees and expenses 15,000*
Accounting fees and expenses 1,000*
Printing expenses 15,000*
Transfer Agent's fees 500*
Miscellaneous 500*
________
Total 38,131*
_____________________
* Estimated for purposes of this Registration Statement.
Item 15. Indemnification of Officers and Directors
The Company's Restated Articles of Incorporation and Amended and Restated
Bylaws provide that the Company shall indemnify its directors, officers,
employees and agents to the fullest extent permitted by the Iowa Business
Corporation Act (the "IBCA"). The IBCA provides that a company may indemnify
its officers and directors if (i) the person acted in good faith, and (ii) the
person reasonably believed, in the case of conduct in the person's official
capacity with the Company, that the conduct was in the Company's best
interests, and in all other cases, that the person's conduct was at least not
opposed to the Company's best interests, and (iii) in the case of any criminal
proceeding, the person had no reasonable cause to believe the person's conduct
was unlawful. The Company is required to indemnify officers and directors
against reasonable expenses incurred in connection with any proceeding in
which they are wholly successful, on the merits or otherwise, to which the
person may be a party because of the person's position with the Company. If
the proceeding is by or in the right of the Company, indemnification may be
made only for reasonable expenses and may not be made in respect of any
proceeding in which the person shall have been adjudged liable to the Company.
Further, any such person may not be indemnified in respect of any proceeding
that charges improper personal benefit to the person, in which the person
shall have been adjudged to be liable.
The Company maintains directors' and officers' liability insurance, which
indemnifies directors and officers of the Company against certain damages and
expenses relating to claims against them caused by negligent acts, errors or
omissions.
Item 16. Exhibits
Exhibit
Number Description of Exhibit
3.1 Restated Articles of Incorporation of Equitable of Iowa Companies
(incorporated herein by reference to Exhibit 3(a) to the Company's
Quarterly Report on Form 10-Q for the period ended June 30, 1993)
3.2 Amended and Restated Bylaws of Equitable of Iowa Companies
(incorporated herein by reference to Exhibit 2 to the Company's
Form 8-K dated November 11, 1991)
4.1 Rights Agreement (incorporated herein by reference to Exhibit 1 to
the Company's Form 8-K dated April 30, 1992)
4.2 First Amendment to Rights Agreement (incorporated herein by
reference to Exhibit 4(b)(ii) to the Company's Quarterly Report on
Form 10-Q for the period ended September 30, 1992)
4.3 Second Amendment to Rights Agreement (incorporated herein by
reference to Exhibit 2.2 to the Company's Form 8-A/A dated May 13,
1993)
5.1 Opinion of Nyemaster, Goode, McLaughlin, Voigts, West, Hansell &
O'Brien, P.C. regarding the legality of the Common Stock
23.1 Consent of Nyemaster, Goode, McLaughlin, Voigts, West, Hansell &
O'Brien, P.C. (included in Exhibit 5.1 hereto)
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney (set forth in the signature page of this
Registration Statement)
Item 17. Undertakings
The undersigned Registrant hereby undertakes that:
(1) 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 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;
(2) for purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective;
(3) for the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
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 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 indemnifi-
cation by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Des Moines, State of Iowa, on August 11, 1994.
EQUITABLE OF IOWA COMPANIES
By /s/ Fred S. Hubbell
______________________
Fred S. Hubbell
Chairman, President and
Chief Executive Officer
(Principal Executive Officer)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Fred S. Hubbell, Paul E. Larson and
John A. Merriman, and each of them, as true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities to sign any or all amend-
ments, including post-effective amendments, to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or either of them, or their or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Name Title Date
/s/ Fred S. Hubbell
___________________ Chairman of the Board, President August 11, 1994
Fred S. Hubbell and Chief Executive Officer
(Principal Executive Officer)
/s/ Paul E. Larson
__________________ Executive Vice President, Treasurer August 11, 1994
Paul E. Larson and Chief Financial Officer
(Principal Financial Officer)
/s/ David A. Terwilliger
________________________ Vice President and Controller August 11, 1994
David A. Terwilliger (Principal Accounting Officer)
Name Title Date
/s/ Richard B. Covey
____________________ Director August 11, 1994
Richard B. Covey
/s/ Doris M. Drury
__________________ Director August 11, 1994
Doris M. Drury
/s/ James L. Heskett
____________________ Director August 11, 1994
James L. Heskett
/s/ Richard S. Ingham, Jr.
__________________________ Director August 11, 1994
Richard S. Ingham, Jr.
/s/ Robert E. Lee
_________________ Director August 11, 1994
Robert E. Lee
/s/ James E. Luhrs
__________________ Director August 11, 1994
James E. Luhrs
/s/ Jack D. Rehm
________________ Director August 11, 1994
Jack D. Rehm
/s/ Thomas N. Urban
___________________ Director August 11, 1994
Thomas N. Urban
/s/ Hans F. E. Wachtmeister
___________________________ Director August 11, 1994
Hans F. E. Wachtmeister
/s/ Richard S. White
____________________ Director August 11, 1994
Richard S. White
Exhibit 5.1 to Registration Statement
August 11, 1994
Equitable of Iowa Companies
P.O. Box 1635
Des Moines, Iowa 50306-1635
Re: Dividend Reinvestment and Stock Purchase Plan
Ladies and Gentlemen:
In connection with the registration of 500,000 shares (the "Shares") of
the Common Stock without par value of Equitable of Iowa Companies, an Iowa
corporation (the "Company"), being registered under the Securities Act of
1933, as amended, pursuant to a registration statement on Form S-3 to be
filed with the Securities and Exchange Commission (the "Registration
Statement"), we have acted as counsel to the Company. The Shares may be sold
by the Company from time to time in connection with the Dividend Reinvestment
and Stock Purchase Plan of the Company. For purposes of this opinion, we have
made such investigations and examined such documents and questions of law as
we deemed necessary and appropriate.
Based on the foregoing, we are of the opinion that the Shares, when
sold, will be legally issued, fully paid and non-assessable.
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the
Registration Statement and to all references to this law firm in the
Registration Statement or the Prospectus included therein.
We express no opinion in connection with the matters contemplated by the
Registration Statement, and no opinion may be implied or inferred, except as
expressly set forth herein.
Respectfully submitted,
Nyemaster, Goode, McLaughlin,
Voigts, West, Hansell & O'Brien, P.C.
By /s/ G. R. Neumann
_______________________________________
G.R. Neumann
Exhibit 23.2 - Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of the Equitable of
Iowa Companies Dividend Reinvestment and Stock Purchase Plan and to the
incorporation by reference therein of our report dated February 10, 1994
with respect to the consolidated financial statements and schedules of
Equitable of Iowa Companies and subsidiaries included in its Annual Report
(Form 10-K) for the year ended December 31, 1993, filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
Des Moines, Iowa
August 10, 1994
