As filed with the Securities and Exchange Commission on October 2, 1995
File No. 33-51091
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 EMPLOYEE STOCK PURCHASE 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.
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.
Participation in the Plan being registered is available to John A. Merriman,
Secretary and General Counsel of the Company. The terms and conditions of
any such participation would be comparable to those applicable to other
participants.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Amended and 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.
Not applicable.
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) Amended and Restated Articles of Incorporation of the Company.
4(b) Amended and Restated Bylaws of the Company.
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
15 Not applicable
23 Consents of experts and counsel
23(a) Consent of Ernst & Young LLP
23(b) Consent of John A. Merriman, General Counsel to Registrant
24 Power of Attorney
25 Not applicable
27 Not applicable
28 Not applicable
99 Additional Exhibit:
99(a) Equitable of Iowa Companies Employee Stock Purchase 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.
(e) 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.
(h) 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 2nd day of
October, 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 October 2, 1995
_________________________ Board, President,
Frederick S. Hubbell Chief Executive
(principal executive officer) Officer, and Director
/s/ Paul E. Larson Executive Vice October 2, 1995
_________________________ President,
Paul E. Larson Treasurer, and
(principal financial officer) Chief Financial
Officer
/s/ David A. Terwilliger Vice President and October 2, 1995
_________________________ Controller
David A. Terwilliger
(principal accounting officer)
/s/ Richard B. Covey Director October 2, 1995
_________________________
Richard B. Covey
/s/ Doris M. Drury Director October 2, 1995
_________________________
Doris M. Drury
/s/ James L. Heskett Director October 2, 1995
_________________________
James L. Heskett
/s/ Richard S. Ingham, Jr. Director October 2, 1995
_________________________
Richard S. Ingham, Jr.
/s/ Robert E. Lee Director October 2, 1995
_________________________
Robert E. Lee
/s/ Jack D. Rehm Director October 2, 1995
_________________________
Jack D. Rehm
/s/ Thomas N. Urban Director October 2, 1995
_________________________
Thomas N. Urban
/s/ Hans F.E. Wachtmeister Director October 2, 1995
_________________________
Hans F.E. Wachtmeister
/a/ Richard S. White Director October 2, 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) Amended and Restated Articles of Incorporation as
amended through April 29, 1993, filed as Exhibit 3(i)
to the Registrant's Form 10-Q for the period ended
June 30, 1993, is incorporated herein by reference.
4(b) Amended and Restated Bylaws as adopted by the
shareholders on April 30, 1992, filed as Exhibit 2
to Form 8-K dated November 11, 1991 is
incorporated herein by reference.
4(c) Rights Agreement, dated April 30, 1992, filed as
Exhibit 1 to Registration Statement on Form 8-K,
dated April 30, 1992, is incorporated herein by
reference.
4(d) First Amendment to Rights Agreement dated
August 31, 1992, changing Rights Agent filed
as Exhibit 4(b)(ii) to Form 10-Q for the
period ended September 30, 1992, is
incorporated herein by reference.
4(e) Second Amendment to Rights Agreement dated
April 29, 1993, adjusting the Purchase Price
filed as Exhibit 2.2 to Form 8-A/A dated May 13,
1993, is incorporated herein 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 Employee Stock Purchase Plan
*Only pages of manually signed original of the Registration Statement are
numbered sequentially.
[EQUITABLE OF IOWA COMPANIES LETTERHEAD]
EXHIBIT 5 and
EXHIBIT 23(b)
October 2, 1995
Equitable of Iowa Companies
604 Locust Street
Des Moines, Iowa 50309
Dear Ladies or 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
100,000 shares of the Company's Common Stock (the "Shares") pursuant to the
Company's Employee Stock Purchase 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. 33-51091).
Respectfully submitted,
John A. Merriman
General Counsel
LETTERHEAD OF ERNST & YOUNG
EXHIBIT 23(a) - CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Post-Effective Amendment
No. 1 to Registration Statement Form S-8 (File No. 33-51091) pertaining to
the Equitable of Iowa Companies Employee Stock Purchase 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
September 27, 1995
EXHIBIT 99(a)
EQUITABLE OF IOWA COMPANIES
EMPLOYEE STOCK PURCHASE PLAN
The following description, in question and answer form, constitutes the
Equitable of Iowa Companies Employee Stock Purchase Plan.
PURPOSE
1. What is the purpose of the Plan? The purpose of the Equitable of
Iowa Companies Employee Stock Purchase Plan (the "Plan") is to provide the
employees, certain agents and directors of Equitable of Iowa Companies, and
each of its wholly-owned subsidiaries (collectively the "Company"), with a
convenient, cost-effective way to invest in Equitable of Iowa Companies
Common Stock.
ADVANTAGES
2. What advantages do I have if I participate in the Plan?
You may invest in the Company's Common Stock through regular
payroll or commission payment deductions.
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.
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.
The Administrator will act, and the shares of Common Stock purchased under
the Plan will be held by the Administrator, in accordance with the guidelines
set forth by the Company's Compensation Committee of the Company's Board of
Directors (the "Committee").
In addition, the Committee has appointed a Company representative (the
"Plan Coordinator") to coordinate the actions and information between the
participants, Company, and Administrator.
4. Who is the Plan Coordinator? The Shareholder Relations/Corporate
Communications area of the Company will serve as Plan Coordinator.
You may contact:
Shareholder Relations/Corporate Communications
Equitable of Iowa Companies
700 Locust Street, Suite 201
Des Moines, IA 50309
5. 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
Re: Equitable of Iowa Companies Employee Stock Purchase Plan
You may call 1-800-456-9852. You should use your Plan account number on all
communications relating to your account.
PARTICIPATION
6. Who is eligible to participate in the Plan? All employees or
directors of the Company are eligible to participate in the Plan. The
Compensation Committee of the Company's Board of Directors may, in its sole
discretion, on such terms and conditions as it determines appropriate,
declare certain agents of the Company eligible to participate.
7. How do I enroll in the Plan? If you wish to enroll in the Plan,
you must complete and sign an Authorization Form and return it to the Plan
Coordinator. The effective date of your enrollment in the Plan will be
established by the Plan Coordinator in accordance with procedures set forth
by the Company. Your enrollment in the Plan and automatic payroll or
commission deduction will generally commence within 45 days following the
Plan Coordinator's receipt of your Authorization Card.
8. What does the Authorization Form provide? The Authorization Form
appoints the Administrator as your agent to purchase shares of Common Stock
through:
Regular Payroll or Commission Deduction - you may automatically
invest, through payroll or commission deduction, a minimum of $25
per month, with no maximum limit. For directors the amount of the
deduction from compensation (annual retainer or meeting fees) will
be a percentage and must be at least 10 percent of such
compensation.
All cash dividends paid on the shares in your Plan account will be
automatically reinvested on or about the dividend payment dates.
By completing the Authorization Form, you are also appointing the
Administrator as your agent to receive and apply all dividends on the full
and fractional shares of Common Stock in your Plan account for the purchase
of additional shares of Common Stock.
9. May I change my level of participation? Yes. You may change your
level of participation at any time by writing to the Plan Coordinator. The
change will generally become effective within 45 days following the receipt
of your change instructions. The effective date of any change will be
established by the Plan Coordinator in accordance with procedures set forth
by the Company.
PURCHASES
10. 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.
11. 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.
12. 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.
13. 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 regular payroll and commission deduction investments
will be on or about the Company's payroll dates. The Investment Date for
cash dividends will be on or about the dividend payment date. If any of the
Investment Dates 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.
14. 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
15. 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 27
regarding the federal income tax consequences to you of the payment of these
costs by the Company.
REPORTS TO PARTICIPANTS
16. 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
17. How will shares in participant's account under the Plan be voted
at meetings of shareholders? Shares held by the Administrator under this
Plan for your Plan account will be voted according to your written proxy
instructions. Shares in your Plan account will not be voted unless you vote
them.
TERMINATION OF PARTICIPATION
18. How do I terminate participation in the Plan? You may voluntarily
terminate your participation in the Plan at any time by sending a written
notice of termination to the Plan Coordinator. The Company or the
Administrator may refuse or limit participation in the Plan by anyone and may
immediately terminate a participant's participation in the Plan at any time,
by notice in writing mailed to the participant.
19. When is a voluntary termination notice effective? Voluntary
termination of your participation in the Plan generally will be effective
within 45 days upon the Plan Coordinator's receipt of your written notice
of termination. The effective date of a voluntary termination will be
established by the Plan Coordinator in accordance with procedures set forth
by the Company. If your written notification is not received by the Plan
Coordinator at least ten days prior to an Investment Date, voluntary
termination will not be effective until a date after the investment of such
funds under the terms of the Plan.
Participation in the Plan will be terminated upon the sale or transfer
of all 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. Your
participation in the Plan will also terminate if you discontinue your payroll
or commission deduction investments in the Plan.
Following voluntary termination of participation in the Plan, you may
not re-enroll until after at least 6 months has passed.
20. 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.
DISTRIBUTION
21. Can I transfer shares directly to the Company's Dividend
Reinvestment and Stock Purchase Plan? You may transfer all or part of your
shares held in your Plan account to the Company's Dividend Reinvestment and
Stock Purchase Plan (the "DRI Plan"). Such transfer will generally become
effective within 45 days of receipt of your written request to the Plan
Coordinator. The Company will pay all fees and administrative costs related
to the transfer of shares from the Plan to the DRI Plan. A copy of the
Prospectus for the DRI Plan may be obtained from the Administrator or the
Plan Coordinator.
22. Distribution of shares during employment or appointment.
Distribution of shares during employment or appointment will generally be
made within 45 days upon the Plan Coordinator's receipt of your written
request. Such distribution of shares may be subject to a nominal fee as
determined by the Company. No distributions of less than 100 shares during a
participant's employment or appointment will be permitted without the
approval of the Company. All distributions of shares will be made in whole
shares of Common Stock and a certificate representing such shares will be
issued directly to you by the Administrator. An application for distribution
of shares may be obtained from the Plan Coordinator.
23. Distribution upon retirement or termination. When a participant
retires or otherwise ceases to be an employee, agent or director of the
Company, the undistributed balance of their account will generally be
distributed no later than 45 days after the end of the calendar quarter in
which such termination occurs. The distribution will be made in Common Stock,
plus cash for any uninvested contributions, dividends and fractional shares,
or the balance of the account may be transferred to the Company's DRI Plan.
MODIFICATION, SUSPENSION OR TERMINATION OF THE PLAN
24. 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 significant modification or
termination of the Plan. If the Company terminates the Plan, share
certificates will be issued and cash payments will be made (as described in
Question 20).
SALE OF SHARES AND ISSUANCE OF CERTIFICATES
25. How can I sell the shares in my Plan account? You may elect to
sell all or any part of the shares of Common Stock that are held in your
account and receive cash in lieu of such shares, provided that the minimum
number of shares to be sold shall be one hundred (100) unless you are
terminating all participation in the Plan. The Administrator will, as soon
as practicable after receipt of your written request from the Plan
Coordinator, sell all or any portion of the whole shares of Common Stock in
your Plan account and forward the proceeds to you, less brokerage commissions
and any applicable transfer taxes.
However, your shares will not be sold for a cash distribution request
during the period from 15 days before the end of a fiscal quarter until at
least 48 hours after publication of the Company's quarterly or annual
earnings. The Company further reserves the right to direct the Administrator
to suspend the sale of shares for cash distribution requests to comply with
any applicable laws or regulations. Shares will be sold by the Administrator
at current market prices.
26. 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, as described in Question 22,
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
27. What are the federal 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 on the shares held in the Plan. 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 payroll or commission deductions; and
the amount of the reinvested dividends; 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
28. What happens if the Company pays a stock dividend, declares a
stock split or makes a rights offering? Any shares of Common Stock (full and
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.
29. What are the responsibilities of the Company, the Plan Coordinator
and the Administrator under the Plan? Neither the Company, the Plan
Coordinator, 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.
30. Section 16 Compliance. With respect to persons subject to Section
16 of the Securities Exchange Act of 1934 ("1934 Act"), transactions under
this Plan are intended to comply with all applicable conditions of Rule 16b-3
or its successors under the 1934 Act. To the extent any provision of the
Plan or action under the Plan fails to so comply, such provision or action
shall, without further action by any person, be deemed to be automatically
amended to the extent necessary to effect compliance with Rule 16b-3, provided
that if such provision or action cannot be amended to effect such compliance,
such provision or action will be deemed null and void, to the extent permitted
by law and deemed advisable by the Section 16 Compliance Officer of the
Company. The Section 16 Compliance Officer of the Company may impose on any
Section 16 reporting persons restrictions on Plan activity not otherwise
contained in the Plan to ensure compliance with Section 16 of the 1934 Act.
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.
Effective: October 2, 1995
