33-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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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
1996 NON-EMPLOYEE DIRECTORS' STOCK OPTION 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)
CALCULATION OF REGISTRATION FEE
_____________________________________________________________________________
Title Amount Proposed Proposed Amount
Securities to be Maximum Maximum of
to be Registered Offering Aggregate Registration
Registered Price per Offering Fee
Share* Price
_____________________________________________________________________________
Common Stock 60,000 Shares $34.4375 $2,066,250.00 $712.44
_____________________________________________________________________________
*Pursuant to Rule 457(c) and (h), based on the average high and low prices of
shares of the Registrant's common Stock as of April 23, 1996 on the New York
Stock Exchange.
Cross Reference Sheet Showing Location
of Items Called for by Form S-8
Form S-8 Item No. Caption in Prospectus
1 ......................................... Not Applicable
2 ......................................... Not Applicable
Caption in Registration Statement
3. ........................................ Incorporation of Documents
by Reference
4 ......................................... Description of Securities
5 ......................................... Interests of Named Experts
and Counsel
6 ......................................... Indemnification of Directors
and Officers
7 ......................................... Exemption from Registration
Claimed
8 ......................................... Exhibits
9 ......................................... Undertakings
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 latest annual report filed on Form 10-K, filed pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") 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
Exchange Act 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
Registrant's Registration Statement filed under Section 12 of the Exchange
Act, including any amendments or reports filed for the purpose of updating
such description.
d) The Company's definitive proxy statement filed pursuant to Section 14
of the Exchange Act 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 Registrant pursuant
to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment to this Registration Statement 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.
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 Registration Statement 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 Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the securities offered hereby has been passed upon by
John A. Merriman, Secretary and General Counsel to the Registrant, who holds
options under existing stock incentive plans of the Registrant and who
participates in employee benefit plans of the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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 to 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 by negligent acts, errors or
omissions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
A list of exhibits included as part of this Registration Statement is set
forth in the Exhibit Index which immediately precedes such exhibits and is
hereby incorporated by reference herein.
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 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 Exchange Act
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 Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) 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 employee to whom the prospectus is
sent or given a copy of the Registrant's annual report to shareholders
for its last fiscal year, unless such employee otherwise has received a
copy of such report, in which case the Registrant shall state in the
prospectus that it will promptly furnish, without charge, a copy of such
report on written request of the employee. If the last fiscal year of
the Registrant has ended within 120 days prior to the use of the
prospectus, the annual report of the Registrant for the preceding fiscal
year may be so delivered, but within such 120-day period the annual
report of the last fiscal year will be furnished to each such employee.
(d) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") 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 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
25th day of April, 1996.
EQUITABLE OF IOWA COMPANIES
(Registrant)
By:/s/Fred S. Hubbell
___________________
Fred S. Hubbell
President
POWER OF ATTORNEY
Know all men by these presents, that each of the undersigned hereby
constitutes and appoints Fred 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/Fred S. Hubbell Chairman of the Board, April 25, 1996
_____________________________ President, Chief Executive
Fred S. Hubbell Officer, and Director
(principal executive officer)
/s/Paul E. Larson Executive Vice President April 25, 1996
_____________________________ and Chief Financial Officer
Paul E. Larson
(principal financial officer)
/s/David A. Terwilliger Vice President, Controller, April 25, 1996
_____________________________ and Treasurer
David A. Terwilliger
(principal accounting officer)
/s/Richard B. Covey Director April 25, 1996
_____________________________
Richard B. Covey
/s/Doris M. Drury Director April 25, 1996
_____________________________
Doris M. Drury
Director
_____________________________
James L. Heskett
/s/Richard S. Ingham, Jr. Director April 25, 1996
_____________________________
Richard S. Ingham, Jr.
/s/Robert E. Lee Director April 25, 1996
_____________________________
Robert E. Lee
/s/Jack D. Rehm Director April 25, 1996
_____________________________
Jack D. Rehm
Director
_____________________________
Thomas N. Urban
/s/Hans F.E. Wachtmeister Director April 25, 1996
_____________________________
Hans F.E. Wachtmeister
/s/Richard S. White Director April 25, 1996
_____________________________
Richard S. White
EQUITABLE OF IOWA COMPANIES
FORM S-8 REGISTRATION STATEMENT
Exhibit Index
Reg. S-K
Item 601
Exhibit No. Exhibit
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 Independent Auditors
23(b) Consent of John A. Merriman, General Counsel to
Registrant (included as part of Exhibit 5)
24 Powers of Attorney
99(a) Equitable of Iowa Companies 1996 Non-Employee Directors'
Stock Option Plan as adopted by shareholders on April 25,
1996, filed as Exhibit A to the Registrant's March 12, 1996
Proxy Statement is incorporated herein by reference.
*Only pages of manually signed original of the Registration Statement are
numbered sequentially.
EXHIBIT 5
April 25, 1996
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
60,000 shares of the Company's Common Stock (the "Shares") pursuant to the
Company's 1996 Non-Employee Directors' Stock Option 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
Registration Statement on Form S-8.
Respectfully submitted,
/s/John A. Merriman
John A. Merriman
General Counsel
Exhibit 23(a) - Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8, No. 33- _______) pertaining to the Equitable of Iowa Companies
1996 Non-Employee Directors' Stock Option Plan of our report dated February 7,
1996, 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, 1995, filed with the Securities
and Exchange Commission.
/s/Ernst & Young LLP
Des Moines, Iowa
April 24, 1996
