As Filed with the Securities and Exchange Commission on May 23, 1995.
File No. 33-57484
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
POST-EFFECTIVE
AMENDMENT NO. 1
EQUITABLE OF IOWA COMPANIES
(Exact name of registrant as specified in its charter)
IOWA 42-1083593
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
604 Locust Street, Des Moines, Iowa 50309
(Address of Principal Executive Offices) (Zip Code)
EQUITABLE OF IOWA COMPANIES
RESTATED AND AMENDED 1992 STOCK INCENTIVE PLAN
(Full title of the Plan)
JOHN A. MERRIMAN
Secretary and General Counsel, Equitable of Iowa Companies
604 Locust Street, Des Moines, Iowa 50309
(Name and address of agent for service)
(515) 245-6787
(Telephone number, including area code of agent for service of process)
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION
The Company will provide without charge, upon written or oral
request, a copy of the documents which are incorporated herein by
reference in Item 3 of Part II of the registration statement, or
other documents required to be delivered to participants pursuant
to Rule 428(b) of the Securities Act of 1933. The documents
identified in Item 3, Part II are incorporated by reference into
the Section 10(a) prospectus. Requests for such copies should be
directed to John A. Merriman, Secretary and General Counsel,
Equitable of Iowa Companies, 604 Locust Street, Des Moines, Iowa,
50309, (515) 245-6787.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by
reference:
a) The Company's annual report on Form 10-K filed pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 for
the year ended December 31, 1994, which contains, audited
financial statements for the Company's latest fiscal year.
b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the Annual Report referred to in (a)
above.
c) The description of such class securities which is contained
in the Company's registration statement filed under the
Securities Exchange Act of 1934, including any amendment or
report filed for the purpose of updating such description.
d) The Company's definitive proxy statement filed pursuant to
Section 14 of the Securities Exchange Act of 1934 in connection
with the latest annual meeting of its stockholders, and any
definitive proxy or information statements so filed in connection
with any subsequent special meetings of its stockholders.
e) Information as to stock options, including the amount
outstanding, exercises, prices and expiration dates, included in
the Company's proxy statements, annual reports or appendices to
the prospectus.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part thereof from the date of the filing of
such reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
It is anticipated that John A. Merriman, Secretary and General
Counsel to the Company, will receive awards of securities of the
Company under terms of the Plan being registered herein. The
terms and conditions of any such awards would be comparable to
those given to other participants.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Restated Articles of Incorporation and the Amended and
Restated Bylaws of the Company provide that directors and
officers shall be indemnified to the fullest extent authorized by
the Iowa Business Corporation Act, as the same exists or may
hereafter be amended, against all expenses, liability and loss,
reasonably incurred or suffered by such person.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
None.
ITEM 8. EXHIBITS
Exhibit
Number Exhibit
4 The following exhibits are submitted herewith or incorporated by
reference herein.
Instruments defining rights of security holders, including
indentures:
Shareholders Rights Plan
4(a) Restated Articles of Incorporation of the Corporation
4(b) Amended and Restated Bylaws of the Corporation
4(c) Rights Agreement, dated as of April 30, 1992
4(d) First Amendment to Rights Agreement dated August 31, 1992
4(e) Second Amendment to Rights Agreement dated April 29, 1993
5 Opinion re: legality
23 Consents of experts and counsel
24 Power of Attorney
99 Additional Exhibit:
99(a) Restated and Amended Equitable of Iowa Companies 1992 Stock
Incentive Plan
ITEM 9. UNDERTAKINGS.
(a) 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;
(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, represents 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 paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3 or Form
S-8 and the information required to be included in a post-
effective amendment by those paragraphs 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 Securities Act of 1933, 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.
(b) The undersigned registrant hereby undertakes that, 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 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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.
(c) The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom
the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements
of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person
to whom the prospectus is sent or given, the latest quarterly
report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(d) 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
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
The Registrant
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-8 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 the 23rd day of May, 1995.
EQUITABLE OF IOWA COMPANIES
(Registrant)
By /s/ Frederick S. Hubbell
Frederick S. Hubbell
President
POWER OF ATTORNEY
Know all men by these presents, that each of the undersigned
hereby constitutes and appoints Frederick S. Hubbell, Paul E.
Larson and John A. Merriman, and each of them, his 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
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 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 they might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or their 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 date indicated.
SIGNATURE TITLE DATE
/s/ Frederick S. Hubbell Chairman of the May 23, 1995
________________________ Board, President,
Frederick S. Hubbell Chief Executive
(principal executive officer) Officer, and
Director
/s/ Paul E. Larson Executive Vice May 23, 1995
_______________________ President,
Paul E. Larson Treasurer, and
(principal financial officer) Chief Financial
Officer
/s/ David A. Terwilliger Vice President and May 23, 1995
________________________ Controller
David A. Terwilliger
(principal accounting officer)
/s/ Richard B. Covey Director May 23, 1995
________________________
Richard B. Covey
/s/ Doris M. Drury Director May 23, 1995
________________________
Doris M. Drury
/s/ James L. Heskett Director May 23, 1995
________________________
James L. Heskett
/s/ Richard S. Ingham, Jr. Director May 23, 1995
__________________________
Richard S. Ingham, Jr.
/s/ Robert E. Lee Director May 23, 1995
________________________
Robert E. Lee
/s/ Jack D. Rehm Director May 23, 1995
________________________
Jack D. Rehm
/s/ Thomas N. Urban Director May 23, 1995
________________________
Thomas N. Urban
________________________ Director
Hans F.E. Wachtmeister
/s/ Richard S. White Director May 23, 1995
________________________
Richard S. White
EQUITABLE OF IOWA COMPANIES
FORM S-8 REGISTRATION STATEMENT
Exhibit Index
Reg. S-K
Item 601
Exhibit No. Exhibit Page #
4(a) Restated Articles of Incorporation as adopted by the
shareholders on April 30, 1992. Exhibit C to the
Registrant's March 20, 1992 Proxy Statement is
incorporated herein by reference.
4(b) Amended and Restated Bylaws as adopted by the
shareholders on April 30, 1992, filed as an Exhibit to
Form 8-K dated November 11, 1991 is incorporated
herein by reference.
4(c) Rights Agreement, dated as of April 30, 1992, filed as
Exhibit 1 to Registration Statement on Form 8-A, is
incorporated herein by reference.
4(d) First amendment to Rights Agreement changing Rights
Agent dated August 31, 1992, changing the Rights Agent
filed as Exhibit 4(b)(ii) to Form 10-Q for the period
ended September 30, 1992, is incorporated by reference.
4(e) Second amendment to Rights Agreement dated April 29,
1993, adjusting Purchase Price filed as Exhibit 2.2 to
Form 8-A/A dated May 13, 1993, is incorporated by
reference.
5 Opinion of John A. Merriman, General Counsel to
Registrant
23(a) Consent of Ernst & Young LLP
23(b) Consent of John A. Merriman, General Counsel to
Registrant (included as part of Exhibit 5)
24 Power of Attorney
99(a) Equitable of Iowa Companies Restated and Amended 1992
Stock Incentive Plan as adopted by shareholders on April 27,
1995, filed as Exhibit B to the Registrant's March 14, 1995
Proxy Statement is incorporated herein by reference.
*Only pages of manually signed original of the Registration
Statement are numbered sequentially.
EXHIBIT 5
(EIC LETTERHEAD)
May 23, 1995
Equitable of Iowa Companies
699 Walnut Street
Des Moines, Iowa 50309
Dear Ladies and Gentlemen:
I have acted as Counsel for Equitable of Iowa Companies, an Iowa
corporation (the "Company"), in connection with the proposed sale
of an aggregate of 2,240,000 shares of the Company's Common Stock
(the "Shares") pursuant to the Company's Restated and Amended
1992 Stock Incentive Plan.
I have examined originals or copies, certified or otherwise
identified to my satisfaction, of such corporate records,
certificates, and statements of officers and accountants of the
Company and of public officials and such other documents as I
have considered relevant and necessary for the opinion
hereinafter set forth.
On the basis of the foregoing, it is my opinion that when the
Shares are sold they shall have been legally issued, fully paid
and non-assessable.
I hereby consent to the filing of this opinion as an Exhibit to
the Company's Post-Effective Amendment No. 1 to Registration
Statement on Form S-8 (File No. 33-57484).
Respectfully submitted,
John A. Merriman
General Counsel
(ERNST & YOUNG LLP LETTERHEAD)
Exhibit 23(a) - Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8, No. 33-57484) pertaining to the Equitable of
Iowa Companies Restated and Amended 1992 Stock Incentive Plan of
our report dated February 7, 1995, 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, 1994, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Des Moines, Iowa
May 18, 1995
