<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 22, 1994
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
HAWAIIAN ELECTRIC INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
HAWAII 99-0208097
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
900 RICHARDS STREET
HONOLULU, HAWAII 96813
(808) 543-5662
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
ROBERT F. MOUGEOT
900 RICHARDS STREET
HONOLULU, HAWAII 96813
(808) 543-7750
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPY TO:
DAVID J. REBER, ESQ.
GOODSILL ANDERSON QUINN & STIFEL
P.O. BOX 3196
HONOLULU, HAWAII 96801
------------------------
Approximate date of commencement of proposed sale to 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. / /
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: /X/
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE AMOUNT TO BE PER OFFERING REGISTRATION
REGISTERED REGISTERED UNIT(1) PRICE(1) FEE(1)
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Common Stock................ 2,500,000
(without par value) Shares $30 5/8 $76,562,500 $26,401
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</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) based upon the average of the high and low prices
reported in the consolidated reporting system for the New York Stock
Exchange for November 17, 1994.
As permitted pursuant to Rule 429 under the Securities Act of 1933, the
Prospectus covering the securities that are registered hereby is a combined
prospectus which relates to the shares registered pursuant to this Registration
Statement and pursuant to Registration Statement No. 33-52520.
------------------------
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BY ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED NOVEMBER 22, 1994
PROSPECTUS
(LOGO) HAWAIIAN ELECTRIC INDUSTRIES, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
------------------------
3,047,501 SHARES OF COMMON STOCK
(WITHOUT PAR VALUE)
------------------------
The Dividend Reinvestment and Stock Purchase Plan (the "Plan") of Hawaiian
Electric Industries, Inc. (the "Company") provides eligible participants with a
simple and convenient method of purchasing additional shares of the Company's
Common Stock, without par value ("Common Stock"), with cash dividends on shares
of Common Stock, and on shares of Preferred Stock of any class or series
("Preferred Stock") of the Company's electric utility subsidiaries -- Hawaiian
Electric Company, Inc. and its subsidiaries Maui Electric Company, Limited and
Hawaii Electric Light Company, Inc. -- and with optional cash payments. Eligible
participants include holders of record of shares of Common Stock or Preferred
Stock. Residents of the State of Hawaii of legal age may also participate by
making an initial purchase of Common Stock under the Plan.
A participant may reinvest all or a portion of the dividends on such
participant's shares of Common Stock and/or Preferred Stock. A participant may
also elect not to reinvest any dividends on such participant's shares. Under any
of the investment options, a participant may make optional cash payments of a
minimum of $25 (or a minimum of $100 for the initial investment by a Hawaii
resident of legal age) and a maximum of $100,000 per calendar year towards the
purchase of additional shares of Common Stock. (See responses to Questions 18
and 19.)
Shares of Common Stock may be purchased for the Plan directly from the
Company or, at the direction of the Company's Board of Directors or its Chief
Financial Officer, may be purchased in whole or in part on the open market.
Shares of Common Stock purchased directly from the Company will generally be
purchased at 100% of the average of the high and low sales prices for the Common
Stock on the composite tape for stocks listed on the New York Stock Exchange on
the business day prior to the purchase. Shares of Common Stock purchased on the
open market will generally be purchased at the weighted average price of such
shares during the applicable investment period. All brokerage fees and expenses
of the Plan will be paid by the Company (except taxes, brokerage fees and
service charges incurred upon disposition of shares held under the Plan).
This Prospectus relates to 547,501 shares of the Company's authorized
shares of Common Stock heretofore registered under the Plan and unissued as of
November 15, 1994 and to an additional 2,500,000 shares of the Company's
authorized and unissued shares of Common Stock to be sold under the Plan. This
Prospectus describes the Plan as amended to date. Current participants will
continue to participate in the Plan without further action, but participation in
the Plan for all participants will be governed by the Plan as so amended. It is
suggested that this Prospectus 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 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 DECEMBER , 1994.
<PAGE> 3
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") two Registration Statements on Form S-3 (herein, together with all
amendments and exhibits, collectively referred to as the "Registration
Statement") with respect to the securities offered hereby. This Prospectus does
not contain all the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with rules and regulations of the
Commission. For further information, reference is hereby made to the
Registration Statement, which may be inspected without charge at the principal
office of the Commission in Washington, D.C. and copies of all or parts of which
may be obtained from the Commission upon payment of the prescribed fees.
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
Commission. Such reports, proxy statements, and other information may be
inspected at the public reference facilities maintained by the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 or at
the Regional Offices of the Commission located at Northwestern Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and 7 World
Trade Center, New York, New York 10048. Copies of such material can also be
obtained from the Commission at prescribed rates. Written requests for such
material should be addressed to the Public Reference Section, Securities and
Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. Such
reports, proxy statements and other information can also be inspected and copied
at the offices of the New York Stock Exchange, 20 Broad Street, New York, New
York 10005, and the Pacific Stock Exchange, 301 Pine Street, San Francisco,
California 94104, on which Exchanges the Company's Common Stock is listed.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission (File No.
1-8503) under the Exchange Act are incorporated herein by reference: (1) The
Company's Annual Report on Form 10-K for the year ended December 31, 1993; (2)
The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31,
1994, June 30, 1994 and September 30, 1994; (3) The Company's Current Reports on
Form 8-K dated February 11, 1994, March 30, 1994, March 31, 1994 and April 6,
1994; (4) The description of the Common Stock of the Company contained in the
Registration Statement for such Common Stock filed under Section 12 of the
Exchange Act, and in past and future amendments thereto and in those portions of
periodic reports filed under the Exchange Act for the purpose of updating such
description, as such description was most recently updated in the Company's
Current Report on Form 8-K dated March 30, 1994; and (5) All reports and other
documents subsequently filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all Common Stock offered hereby has been sold or
which deregisters all securities then remaining unsold.
The documents incorporated herein by reference are sometimes hereinafter
called the "Incorporated Documents." Any statement contained herein or in an
Incorporated Document shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement in this Prospectus or in any
subsequently filed Incorporated Document modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus has been delivered, upon the
written or oral request of any such person, a copy of any or all of the
Incorporated Documents, other than exhibits to such documents (unless such
exhibits are specifically incorporated by reference into such documents).
Requests for such copies should be directed to Stock Transfer Division, Hawaiian
Electric Industries, Inc., P.O. Box 730, Honolulu, Hawaii 96808-0730, telephone:
(808) 532-5841.
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<PAGE> 4
THE COMPANY
Hawaiian Electric Industries, Inc. ("HEI" or the "Company") is a holding
company with subsidiaries engaged in the electric utility, savings bank, freight
transportation and real estate development businesses, in each case primarily or
exclusively in the State of Hawaii. HEI was incorporated under the laws of the
State of Hawaii in July 1981. Through a corporate reorganization effective on
July 1, 1983, HEI became the parent of Hawaiian Electric Company, Inc. ("HECO"),
which had been incorporated under the laws of the Kingdom of Hawaii in 1891, and
the common stockholders of HECO became the stockholders of HEI. HEI's executive
offices are located at 900 Richards Street, Honolulu, Hawaii 96813, and its
telephone number is (808) 543-5662.
HECO and its subsidiaries, Maui Electric Company, Limited ("MECO") and
Hawaii Electric Light Company, Inc. ("HELCO"), are regulated operating electric
public utilities providing the only electric public utility service on the
islands of Oahu, Maui, Hawaii, Lanai and Molokai, on which islands reside
approximately 95 percent of the population of the State. The Company's other
activities are carried out by its other direct and indirect subsidiaries.
American Savings Bank, F.S.B. was acquired in 1988 and was the
second-largest-savings bank in Hawaii in terms of total assets as of December
31, 1993. Hawaiian Tug & Barge Corp., acquired in 1986, provides interisland
marine transportation services and owns Young Brothers, Limited, a regulated
interisland cargo carrier. Malama Pacific Corp., formed in 1985, and its
subsidiaries engage in real estate development activities either directly or
through joint ventures. HEI Investment Corp. was formed in 1984 to make
long-term, passive, financial investments and plans no new investments.
HEI is a legal entity separate and distinct from its various subsidiaries.
As a holding company with no significant operations of its own, the principal
sources of its funds are dividends or other distributions from its operating
subsidiaries, borrowings and sales of equity. The ability of certain of the
Company's subsidiaries to pay dividends or make other distributions to the
Company is subject to contractual and regulatory restrictions, including the
provisions of an agreement with the Hawaii Public Utilities Commission and the
capital distribution regulations of the Office of Thrift Supervision, as well as
restrictions and limitations set forth in debt instruments, preferred stock
resolutions and guarantees.
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DESCRIPTION OF THE PLAN
The following is a summary in question and answer form of the principal
provisions of the Plan. This summary does not purport to be complete nor to
modify the Plan, and is qualified in its entirety by reference to the provisions
of the Plan. In case of any conflict, the provisions of the Plan will govern.
PURPOSE OF THE PLAN
1. What is the purpose of the Plan?
The purpose of the Plan is to provide holders of record of Common Stock
and/or Preferred Stock, and residents of the State of Hawaii who are of legal
age, with a simple and convenient method of investing their cash dividends
and/or optional cash payments in additional shares of Common Stock without
payment of brokerage commissions or service charges other than charges incurred
when shares held under the Plan are sold.
CERTAIN FEATURES OF THE PLAN
2. What are some of the important features of the Plan?
-- A participant may elect to have cash dividends on all or a portion of the
participant's shares of Common Stock or Preferred Stock automatically
reinvested. Cash dividends not reinvested will be paid to the participant.
(See response to Question 9 below.)
-- A participant may purchase Common Stock each month with optional cash
payments of not less than $25 per payment and not more than an aggregate of
$100,000 per calendar year. (See responses to Questions 18 and 19 below.)
-- Hawaii residents of legal age may initiate participation in the Plan by
making a minimum initial cash investment of $100 (maximum of $100,000).
(See response to Question 7 below.)
-- No brokerage commissions or service charges are paid by participants in
connection with purchases under the Plan. (See response to Question 10
below.)
-- A participant may have the Administrator sell all or any of the shares of
Common Stock held in the participant's Plan account, subject to certain
charges. (See responses to Questions 32-35 below.)
-- Full investment of funds is possible under the Plan (subject to minimum and
maximum purchase requirements) because both full and fractional shares will
be credited to the participant's Plan account. (See response to Question 14
below.)
-- A participant may deposit any or all the participant's shares of Common
Stock with the Administrator for safekeeping and will receive credit to the
participant's Plan account for such shares. (See response to Question 23
below.)
-- No interest is paid on reinvested dividends or optional cash payments
received by the Plan. (See response to Question 15 below.)
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<PAGE> 6
-- Each participant will receive periodic statements of account. (See
responses to Questions 20 and 21 below.)
ADMINISTRATION OF THE PLAN
3. Who administers the Plan?
The Stock Transfer Division of the Company (the "Administrator") serves as
administrator of the Plan for participants, keeps records, sends periodic
statements to participants and performs other duties relating to the Plan.
4. Who should I contact with questions concerning the Plan and its
administration?
For all communications about the Plan, please contact:
HAWAIIAN ELECTRIC INDUSTRIES, INC.
ATTENTION: DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
P.O. BOX 730
HONOLULU, HI 96808-0730
Telephone: (808) 532-5841
Facsimile: (808) 532-5868
5. Who will hold the shares credited to participants' Plan accounts?
Shares of Common Stock purchased under the Plan are registered in the name
of an independent trustee (the "Trustee"). Hawaiian Trust Company, Limited
currently serves as Trustee under the Plan.
PARTICIPATION IN THE PLAN
6. Who is eligible to participate?
All holders of record of Common Stock and/or Preferred Stock are eligible
to participate in the Plan. A beneficial owner of Common Stock and/or Preferred
Stock whose shares are registered in the name of another (e.g., a broker or bank
nominee) must first either have the shares transferred into such beneficial
owner's name or to the Trustee for safekeeping. Residents of legal age of the
State of Hawaii are also eligible to participate in the Plan.
7. How do eligible shareholders or residents participate?
To participate in the Plan, a holder of record of Common Stock and/or
Preferred Stock must complete and sign the Company-approved authorization form
("Shareholder Authorization Form") and return it to the Administrator. A Hawaii
resident of legal age must complete and sign the Company-approved enrollment
form ("Resident Enrollment Form") and return it to the Administrator, along with
a check or money order made payable to HEI/DRIP for the participant's initial
stock purchase of not less than $100 and not more than $100,000.
5
<PAGE> 7
8. Where may Shareholder Authorization Forms and Resident Enrollment Forms
be obtained and how can a Form be changed after it has been executed?
A Shareholder Authorization Form or Resident Enrollment Form may be
obtained from the Administrator at the address or by calling the telephone
number noted under Question 4 above. A participant may change any of the
designations in a Shareholder Authorization or Resident Enrollment Form by
signing a new Form and submitting it to the Administrator. A Shareholder
Authorization or Resident Enrollment Form will become effective as soon as
practicable after the Form is received, provided that any election to reinvest
dividends or to change any option with respect to the reinvestment of dividends
must be received by the record date of the dividend to be reinvested in order to
result in the reinvestment of that dividend.
9. What investment options are available to participants?
Each participant must elect one of the following investment options:
FULL DIVIDEND REINVESTMENT -- A participant may automatically reinvest cash
dividends on all shares of Common Stock and Preferred Stock registered in
the participant's name, and on all shares of Common Stock held under the
Plan for the participant.
PARTIAL DIVIDEND REINVESTMENT -- A participant may specify the number of
shares of Common Stock and/or Preferred Stock (and the class and/or series
in the case of Preferred Stock) registered in the participant's name and/or
the number of shares of Common Stock held under the Plan for the
participant as to which the participant wishes to receive cash dividends,
and may automatically reinvest the remainder of the cash dividends on the
Common Stock and/or Preferred Stock.
OPTIONAL CASH INVESTMENTS ONLY/NO DIVIDEND REINVESTMENT -- A participant
may receive cash dividends on all shares of Common Stock and Preferred
Stock registered in the participant's name and on all shares of Common
Stock held under the Plan for the participant.
Under any of the investment options, a participant may make optional cash
payments of a minimum of $25 (or a minimum of $100 for the initial investment by
a Hawaii resident of legal age) and a maximum of $100,000 per calendar year
towards the purchase of additional shares of Common Stock. (See responses to
Question 18 and 19.)
FEES AND CHARGES
10. Are there any fees or charges to a participant in connection with
purchases or sales under the Plan?
No brokerage fees or other charges are incurred by participants in
purchasing Common Stock through the Plan. All costs of administration of the
Plan are paid by the Company, including brokerage fees incurred if shares are
purchased on the open market and charges of the Administrator and the Trustee.
Participants who request the Administrator to sell their shares of Common
Stock under the Plan and give them cash in lieu of certificates for Common Stock
upon their termination of participation or withdrawal of shares from the Plan
are charged brokerage commissions and applicable fees
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<PAGE> 8
incurred in connection with any such sales and a handling fee of $10.00. (See
response to Question 35 below).
PURCHASES UNDER THE PLAN
11. What is the source of shares purchased under the Plan?
The Plan's requirements for shares of Common Stock will be satisfied
through purchases from the Company of authorized but unissued shares, through
open market purchases of shares or through a combination of both methods, as
determined at the direction of the Board of Directors or the Chief Financial
Officer of the Company, subject to the limitations and other provisions in the
Plan. Generally, the Company will not change the method of acquiring shares of
Common Stock to satisfy the Plan's requirements more than once in any
twelve-month period. To date, all of the Plan's requirements for shares of
Common Stock have been satisfied through purchases from the Company of
authorized but unissued shares.
12. How will purchases be made under the Plan?
Authorized but unissued shares of Common Stock will be purchased by the
Plan directly from the Company. Any open market purchases of Common Stock by the
Plan will be made through a brokerage firm or other independent agent selected
by the Company (the "Broker"). The Company will exercise no direct or indirect
control over the prices or timing of open market purchases made by the brokerage
firm or agent or the markets on which such purchases will be made. If the Plan's
requirements for Common Stock are satisfied in whole or in part through open
market purchases, the Broker must effect such purchases during each applicable
Investment Period, which expires not more than thirty (30) days after the
applicable Investment Date. (See response to Question 15 below).
13. What will be the price of shares of Common Stock purchased under the
Plan?
The purchase price of newly-issued shares of Common Stock acquired by the
Plan directly from the Company will be the average of the high and low sales
prices of the Common Stock on the composite tape for stocks listed on the New
York Stock Exchange on the business day prior to the Investment Date (as defined
under Question 15 below) or such later date as such stock is purchased (or the
next preceding day on which the Company's Common Stock is traded if there is no
trade reported on that business day). The purchase price of Common Stock
acquired for the Plan on the open market will be the weighted average price of
all shares acquired on the open market by the Broker during the applicable
Investment Period (as defined under Question 15 below).
If shares are purchased both on the open market and directly from the
Company during any Investment Period, then the price per share for such shares
will be the weighted average price per share of all such shares. Amounts to be
invested in any Investment Period will either be invested during such Investment
Period or returned to participants as described under Question 15 below.
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<PAGE> 9
14. How many shares of Common Stock will be purchased by the Plan for each
participant?
The number of shares to be purchased by the Plan for each participant will
equal the amount of the participant's reinvested dividends and optional cash
payments divided by the purchase price of the shares. Both whole shares and
fractional shares (computed to four decimal places) will be credited by the Plan
to the accounts of its participants.
15. When will purchases be made under the Plan?
Purchases of Common Stock from the Company will be made on or after the
applicable Investment Date. The Investment Date for optional cash payments
received on or before the 5th day of the month will be the 10th day of the month
or, if Common Stock dividends are paid that month, the dividend payment date for
such dividends. (Thus, the Investment Date for optional cash payments received
after the 5th day of the month will fall within the following month.) The
Investment Date for dividends on Common Stock or Preferred Stock will be the
dividend payment date for such dividends. The dividend payment date for Common
Stock dividends is normally the 10th day of March, June, September and December
each year, and for Preferred Stock dividends is normally the 15th day of
January, April, July and October each year. If the Investment Date under the
foregoing rules is not a business day, then the Investment Date will be the next
succeeding business day.
To the extent shares of Common Stock are purchased directly from the
Company, such purchases shall occur and be credited to participants' accounts as
of the applicable Investment Date or as promptly thereafter as the Administrator
in its sole discretion determines practicable. To the extent shares of Common
Stock are purchased in the open market, such shares shall be purchased through
the Broker during the period commencing on each applicable Investment Date and
ending on the earlier to occur of the thirtieth (30th) day thereafter or the
date by which all such shares have been purchased (each an "Investment Period").
Shares of Common Stock purchased on the open market will be credited to
participants' accounts as of the end of the applicable Investment Period.
If the Broker is unable to invest all cash dividends and/or optional
payments in shares of Common Stock purchased on the open market during any
Investment Period, and the Company does not issue shares to fulfill all such
purchase requirements, the Common Stock that is purchased from the Company and
on the open market will be allocated among participants' accounts (on a pro rata
basis if necessary) according to the total amount each participant had
contributed in cash dividends and, if there are any shares remaining, on a pro
rata basis according to the amount each participant had contributed in optional
cash payments. Funds that are not so invested during the applicable Investment
Period will be returned to the participants as soon as practicable without
interest.
PARTICIPANTS MAY NOT SELECT THE PRECISE TIME FOR PURCHASES AND A NUMBER OF
DAYS MAY ELAPSE BEFORE DIVIDENDS AND OPTIONAL CASH PAYMENTS ARE INVESTED IN
SHARES OF COMMON STOCK. INTEREST WILL NOT BE PAID ON OPTIONAL CASH PAYMENTS OR
ON CASH DIVIDENDS PRIOR TO OR AFTER THEIR INVESTMENT IN COMMON STOCK OR IF FOR
ANY REASON SUCH PAYMENTS AND DIVIDENDS ARE NOT SO INVESTED.
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<PAGE> 10
DIVIDEND REINVESTMENT
16. How does the dividend reinvestment feature of the Plan work?
Cash dividends to be reinvested will be delivered to the Administrator or
an account designated by the Administrator concurrently with payment of cash
dividends to non-participating shareholders. Such dividends will be credited to
each participant's account under the Plan and will be automatically reinvested
to purchase additional Common Stock on behalf of the participants on or after
the applicable Investment Date in the manner described under Question 15 above.
The amount of any United States income tax withholding will be deducted from the
amount of dividends on Common Stock and/or Preferred Stock to determine the
amount of dividends to reinvest.
17. Will participants be credited with dividends on fractional shares?
Yes. Plan accounts will be credited with dividends on whole shares and
fractional shares of Common Stock held in participants' accounts on the
applicable record dates.
OPTIONAL CASH PAYMENTS
18. How are optional cash payments made?
The option to make cash payments to be used for purchases of additional
Common Stock under the Plan is available to each participant at any time after
joining the Plan. Optional cash payments by a participant cannot be less than
$25 per payment nor more than a total of $100,000 per calendar year (including
for purposes of this limitation the initial payment made by a Hawaii resident
upon enrollment in the Plan). In the case of residents of the State of Hawaii,
the initial cash investment with the Resident Enrollment Form must be at least
$100 and may not be more than $100,000.
Optional cash payments may be made by sending either a check or money order
payable to HEI/DRIP, addressed to Hawaiian Electric Industries, Inc., Attn:
Dividend Reinvestment and Stock Purchase Plan, P.O. Box 730, Honolulu, HI
96808-0730. A cash payment form will accompany each periodic statement of a
participant's account for use at the participant's discretion in making
additional cash payments to the Plan. Optional cash payments must not be
included in remittances for payment of utility service billings.
If a participant wishes to make a cash payment of the same amount each
month, the participant may use the Plan's automatic debit option, which allows a
participant to make optional cash purchases of the same amount each month by
automatic deduction of that amount from the participant's designated bank
account. Employees of the Company and certain of its subsidiaries may also make
cash payments through payroll deductions or by other means, subject to approval
by the Treasurer of the Company or the Administrator. The forms necessary to
authorize such automatic deduction of optional cash payments may be obtained
from the Administrator at the address noted above under Question 4.
19. When must optional cash payments be received?
Optional cash payments must be received by the Company's Stock Transfer
Division no later than the 5th day of the month in order to be invested on or
after the subsequent Investment Date,
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which is typically the 10th day of the month. (See response to Question 15
above.) Payments received after that date will be invested in the following
month.
ACCOUNT RECORDS AND REPORTS TO PARTICIPANTS
20. What records are maintained of a participant's ownership of Common
Stock under the Plan?
The Administrator will maintain an individual account for each participant
recording the participant's ownership interests in the Plan.
21. What kind of reports will be sent to participants in the Plan?
Each participant in the Plan will receive a quarterly statement of such
participant's account, and a monthly statement of account will be sent to all
participants who have made optional cash payments or have had other activity in
the account since the last periodic statement. Each year, the statement
reporting on dividends paid in December will also include all information
pertaining to a participant's account for the year and should be retained for
income tax purposes. In addition, each participant will receive copies of the
same communications sent to other holders of Common Stock, including the
Company's annual and quarterly reports to shareholders, notices of meetings of
shareholders, proxy statements and information for income tax reporting
purposes.
REGISTRATION OF SHARES
22. Will certificates be issued to participants for shares of Common Stock
purchased under the Plan?
Unless requested by a participant in the manner described below under
"Withdrawal of Shares from the Plan," or unless participation in the Plan is
terminated by a participant in the manner described below under "Termination of
Participation in the Plan," certificates for shares of Common Stock purchased
under the Plan will not be issued to participants. Instead, shares of Common
Stock purchased for participants in the Plan will be registered in the name of
the Trustee as agent for participants in the Plan, and credit for shares
purchased will be shown on each participant's statement of account.
SAFEKEEPING OF SHARES
23. Does the Plan offer a safekeeping service for shares?
Yes. A holder of record of Common Stock who submits a Shareholder
Authorization Form may elect to transfer such holder's shares without charge to
the Trustee for credit to the holder's Plan account and for safekeeping under
the Plan. The Trustee also holds for safekeeping the shares purchased through
the Plan, except as described under Question 22 above. These safekeeping
arrangements protect against loss, theft and destruction of stock certificates.
Shares of Preferred Stock may not be transferred to the Trustee for safekeeping.
10
<PAGE> 12
TERMINATION OF PARTICIPATION IN THE PLAN
24. When and how may a participant terminate participation in the Plan?
A participant may terminate participation in the Plan as to all (but not
less than all) Common Stock and Preferred Stock participating in the Plan at any
time by written notification to the Administrator. Any notice of termination
received on or after a dividend record date will be processed as soon as
practicable after the dividends have been paid and reinvested and the shares
credited to the participant's account in accordance with the Plan.
25. What occurs following receipt by the Administrator of a participant's
written notice of termination of participation in the Plan?
Within ten business days after the later to occur of (a) receipt of notice
of termination and (b) reinvestment of dividends as to participants whose notice
of termination is received on or after a dividend record date, certificates for
whole shares of Common Stock credited to the participant's Plan account will be
issued and a cash payment will be made for any fraction of a share; provided,
however, that if a participant's account is credited with less than ten shares,
the participant will receive cash in lieu of shares unless the Company otherwise
elects. Cash payments for any fraction of a share or for less than ten shares
will be based on a price per share which is the average of the high and low
sales prices of the Common Stock on the composite tape for stocks listed on the
New York Stock Exchange on the last business day prior to the date of payment to
the terminating participant (or the next preceding day on which the Common Stock
is traded if there is no trade on that business day). In no case will
certificates for fractional shares be issued. See the responses to Questions 33
and 35 below concerning the ability of a participant to receive cash in lieu of
shares, and the charges involved, when withdrawing shares from the Plan or
terminating participation in the Plan.
26. Will a participant be allowed to re-enroll in the Plan after
terminating participation?
Termination of participation in the Plan will not preclude re-enrollment,
except that the Company reserves the right to reject re-enrollment where in its
sole discretion it deems there have been excessive terminations and
re-enrollments.
WITHDRAWAL OF SHARES FROM THE PLAN
27. How does a participant withdraw shares from the Plan?
To withdraw shares of Common Stock from the Plan, a participant must notify
the Administrator in writing that the participant wishes to withdraw shares from
the Plan and specify the whole number of shares to be withdrawn. For information
concerning the ability of a participant to receive cash in lieu of shares from
the Plan, see responses to Questions 33 and 35 below.
28. When may a participant withdraw shares from the Plan?
A participant may withdraw whole shares of Common Stock from the Plan at
any time. However, any notice of withdrawal received by the Administrator on or
after a dividend record date will not be effective until after the dividends
have been paid and reinvested and the additional shares credited to the
participant's account under the Plan.
11
<PAGE> 13
29. How soon after notice of withdrawal of shares is given will the
participant receive certificates for shares?
Within ten business days after the later to occur of (a) receipt of notice
of withdrawal and (b) reinvestment of dividends as to participants whose notice
of withdrawal is received on or after a dividend record date, certificates for
whole shares of the withdrawn Common Stock will be issued. Fractional shares
will be liquidated (paid in cash) upon termination of participation. (See
responses to Questions 24 and 25.) In no case will certificates for fractional
shares be issued.
30. May a participant who withdraws shares from the Plan continue to
participate in the Plan?
Yes. Shares of Common Stock withdrawn from the Plan and registered in the
participant's name will continue to participate in the Plan if the participant
has so instructed the Administrator pursuant to a Shareholder Authorization Form
and has not terminated participation in the manner described above in the answer
to Question 24; otherwise such shares will no longer participate in the Plan.
Shares of Common Stock not withdrawn from the Plan will continue to participate
in the Plan until withdrawn or until participation in the Plan shall have been
terminated.
31. May a participant who requests the withdrawal of shares under the Plan
have the withdrawn shares issued in the name of another person?
Yes. A participant who wishes to withdraw shares and have the stock
certificates issued in the name of another person may do so by submitting a
properly completed and executed stock power, with a medallion signature
guarantee, and by complying with such other procedures as the Company or
Administrator shall establish. The forms necessary to effect any such transfer
may be obtained from the Administrator at the address noted above under Question
4. Otherwise, certificates for whole shares will be issued in the name under
which a participant's account is maintained by the Plan.
SALE AND OTHER TRANSFER OF SHARES
32. May a participant sell, pledge, encumber, or otherwise transfer shares
of Common Stock credited to such participant's account under the Plan?
Shares credited to a participant's account under the Plan or otherwise
registered in the Trustee's name may not be pledged, encumbered, sold or
otherwise transferred. A participant wishing to pledge, encumber or otherwise
dispose of such shares must first have those shares registered in the
participant's or another person's name by withdrawing the shares from the Plan.
(See response to Question 31 above.)
33. May a participant receive cash in lieu of shares of Common Stock upon
termination of participation in the Plan or withdrawal of shares from the Plan?
Yes. A participant may request the Administrator to sell such shares of
Common Stock and to distribute to the participant the net cash proceeds from
such sale in lieu of shares.
12
<PAGE> 14
34. If a participant requests a distribution of cash in lieu of
certificates for shares, when will the Common Stock be sold?
Generally, the Common Stock will be sold by a brokerage firm selected by
the Administrator within the same period of time that would be required if
shares rather than cash were to be distributed.
35. What amount will be distributed to a participant who requests a
distribution of cash in lieu of shares?
A check representing the selling price of the shares, less the brokerage
commission, less any withholding required under applicable tax laws and less a
$10.00 service fee for the handling of each such request (which may be waived in
the sole discretion of the President, Financial Vice President or Treasurer of
the Company), will be sent to the participant at the end of the settlement
period, which begins on the date the shares are sold and currently ends
approximately five business days thereafter. On or about June 1995, the
settlement period is expected to be shortened to approximately three business
days after the date of sale of the shares.
36. What happens if a participant sells or transfers all of the shares
registered in the participant's name?
If a participant sells or transfers all shares of Common Stock or Preferred
Stock registered in the participant's name, the Administrator will reinvest any
dividends on such shares which are payable to the participant as the registered
owner on the record date. The Administrator will also continue to reinvest
dividends on shares registered in the name of the Trustee and credited to the
participant's account under the Plan until the participant (or transferee upon
presentation of appropriate documentation required by the Administrator) either
withdraws all such shares from the Plan or terminates participation in the Plan
or otherwise instructs the Administrator.
VOTING OF SHARES IN THE PLAN; TENDER OFFERS
37. How will a participant's shares of Common Stock be voted at meetings of
shareholders of the Company?
Each participant will be sent a notice of meeting and proxy statement and
form of proxy for each meeting of shareholders of the Company. Each participant
will vote directly the shares registered in such participant's name. The Trustee
shall vote the shares it holds in the Plan for the participant in accordance
with instructions of the participant given on a proxy form duly signed and
returned by the participant. If no such instructions are given, the Trustee
shall be deemed instructed to vote the shares of Common Stock it holds in the
Plan for a participant who has shares registered in such participant's name in
the same way that said participant votes the shares of Common Stock registered
in the participant's name. In the absence of any of these types of instructions,
the Trustee will vote the shares registered in its name in the same proportion
on each issue as it votes those shares as to which it has received any of these
types of instructions from participants.
13
<PAGE> 15
38. What arrangements will be made in the event of a tender offer for
shares of Common Stock held in the Plan?
The Company or the Trustee will notify each participant of the commencement
of any tender offer for securities which includes the Company's Common Stock
held in participants' accounts. The Company, after consulting with the Trustee,
will provide a means by which participants may direct the Trustee whether or not
to tender the Company's Common Stock credited to their accounts.
STOCK DIVIDENDS AND STOCK SPLITS
39. What happens to participants' accounts if the Company issues a stock
dividend or declares a stock split?
Any stock dividends or split shares distributed by the Company on shares of
Common Stock credited to the account of a participant under the Plan will be
added to the participant's account.
ADJUSTMENT OF NUMBER AND KIND OF REGISTERED SECURITIES
40. Under what circumstances may the Company adjust the number and/or kind
of registered securities?
The Company may, upon certain triggering events and without further notice
to participants, make appropriate and proportionate adjustments to the number
and/or kind of shares of the Company's Common Stock or other securities issuable
under the Plan which are registered with the Commission. Such triggering events
include a decrease in the number of outstanding shares of the Company's Common
Stock or an exchange of such shares for a different number or kind of shares or
other securities, or a distribution of additional shares or new or different
shares or other securities with respect to the Company's Common Stock or other
securities. Such decrease, exchange or distribution may occur through merger,
consolidation, sale of property, recapitalization, stock dividend, stock split,
reverse stock split or other distribution. Any adjustment made by the Company as
described above will be subject to the requirements of federal and state
securities laws and regulations.
INTERPRETATION, MODIFICATION, SUSPENSION OR TERMINATION OF THE PLAN
41. To what extent may the Plan be modified, suspended or terminated by the
Company?
The Company reserves the right to suspend, modify or terminate, or make
additions to, the Plan at any time, and the Treasurer of the Company may
interpret the Plan and make additions thereto which are not inconsistent with
its provisions. All participants will receive notice of any such suspension,
modification, or termination. Upon termination of the Plan by the Company,
certificates for whole shares credited to a participant's account under the Plan
will be issued and cash payments will be made in the same manner as if each
participant had terminated participation in the Plan.
14
<PAGE> 16
LIMITATION OF LIABILITY
42. What are the limitations on the liability of the Company, Administrator
and Trustee for their acts or omissions under the Plan?
Neither the Company nor the Administrator nor the Trustee nor any of their
respective officers, directors, representatives, employees or agents shall be
liable for any damages resulting from any act or omission in connection with the
Plan in the absence of bad faith or gross negligence, including, without
limitation, any claim of liability arising out of failure to terminate a
participant's account upon the participant's death, the price or timing at which
shares are purchased for participants' accounts or fluctuations in market value
of shares.
PARTICIPANTS SHOULD RECOGNIZE THAT NEITHER THE COMPANY, THE ADMINISTRATOR
NOR THE TRUSTEE CAN ASSURE THEM OF A PROFIT OR PROTECT THEM AGAINST A LOSS ON
SHARES PURCHASED FOR THEIR ACCOUNT UNDER THE PLAN.
RESTRICTIONS ON RESALE OF COMMON STOCK
This Prospectus may not be used for reoffers or resales of the Common Stock
acquired under the Plan by "affiliates" of the Company. An affiliate is defined
by Rule 405 of the Commission promulgated under the Securities Act of 1933 (the
"Securities Act") to be a person that directly, or indirectly through one or
more intermediaries, controls, is controlled by, or is under common control with
the Company. "Control" for this purpose means the possession, direct or
indirect, of the power to direct or cause the direction of the management and
policies of the Company. Officer or director status does not automatically cause
an employee to be an affiliate. Generally, affiliates may not offer or sell
Common Stock unless such offers and sales are made pursuant to an effective
Registration Statement under the Securities Act or pursuant to an exemption
therefrom. In addition, affiliates may sell the Common Stock without
registration under the Securities Act pursuant to Rule 144 of the Commission,
provided that all of the terms and conditions of Rule 144 are met.
Section 16 of the Exchange Act contains provisions, among other things, to
the effect that any person who is an officer or director of the Company or a
beneficial owner of more than 10% of any equity security of the Company
registered under the Exchange Act (such as the Common Stock) may be liable to
the Company for profit realized from any purchase and sale (or any sale and
purchase) of any equity security of the Company within a period of less than six
months, irrespective of the intention on the part of such person in entering the
transaction.
Prior to the acquisition or disposition of any equity security of the
Company, individuals who are officers, directors or beneficial owners of a
substantial amount of the Company's Common Stock should consult with counsel as
to their status as affiliates of the Company and as to the applicability of
Section 16 of the Exchange Act.
15
<PAGE> 17
FEDERAL INCOME TAX CONSIDERATIONS
The following is a brief summary, under the Internal Revenue Code of 1986,
as amended (the "Code"), of certain applicable federal income tax aspects of
participating in the Plan. SINCE INDIVIDUAL TAX SITUATIONS MAY VARY, AND SINCE
PROVISIONS OF THE CODE MAY BE MODIFIED BY SUBSEQUENT AMENDMENTS, PARTICIPANTS
SHOULD CONSULT WITH THEIR OWN TAX ADVISORS FOR ADVICE ON THE FEDERAL TAX
CONSEQUENCES OF THEIR PARTICIPATION IN THE PLAN. IN ADDITION, THERE MAY BE
FOREIGN, STATE AND LOCAL LAWS APPLICABLE TO PARTICIPATION IN THE PLAN.
In general, Plan participants have the same federal income tax obligations
with respect to dividends as other holders of shares of Common Stock or
Preferred Stock. Accordingly, shareholders who participate in the Plan by
reinvesting their dividends will be treated for federal income tax purposes as
having received, on the dividend payment date, a taxable distribution equal to
the full amount of the reinvested dividends. In the case of corporate
shareholders, subject to certain limitations contained in Sections 246 and 246A
of the Code, dividend income received may be eligible, under currently effective
law, for a dividends-received deduction of 70% (or 80% in the case of a
corporate shareholder which owns 20% or more (by vote and value) of the stock of
the corporation paying the dividend). No corresponding deduction exists for
individual shareholders.
In addition, to the extent shares are purchased on the open market with
optional cash payments or reinvested dividends, Internal Revenue Service rulings
indicate that a participant will be deemed to have received a dividend
distribution on the date of such purchase in the amount of the participant's pro
rata share of the brokerage commissions incurred in connection with the purchase
and paid by the Company. To the extent the shares are purchased directly from
the Company, the participant will not realize any taxable income or loss upon
such purchase.
The tax basis of shares of Common Stock that are purchased with reinvested
dividends will be equal to the sum of (i) the amount of the reinvested
dividends, and (ii) the amount of any brokerage commissions paid by the Company
and taxed as a dividend to the participant. The tax basis of shares purchased
with optional cash payments will be equal to the sum of (i) the amount of the
optional cash payments, and (ii) the amount of any brokerage commissions paid by
the Company and taxed as a dividend to the participant.
A participant's holding period for shares purchased from the Company with
optional cash payments or reinvested dividends on Preferred Stock will begin on
the day following the date of purchase of the shares. A participant's holding
period for shares purchased from the Company with reinvested dividends on Common
Stock will begin on the day following the date of distribution of the dividends.
In the event shares are purchased on the open market with optional cash payments
or reinvested dividends, the holding period for shares purchased on the open
market during the applicable Investment Period will begin no later than the day
after the date such shares are credited to participants' accounts. Statements
sent to participants will indicate the date shares are credited to their
accounts.
A participant will not realize any taxable income upon receipt of
certificates for whole shares credited to such participant's account upon
withdrawal from or termination of the Plan. However, upon withdrawal from or
termination of the Plan or participation in the Plan, a participant who
16
<PAGE> 18
receives a cash adjustment, either for a fraction of a share credited to such
participant's account or for cash payments in lieu of shares, may realize gain
or loss with respect to such cash payment.
Any gain or loss on the sale of shares of Common Stock generally will be
treated as a long-term capital gain or loss if the shares have been held by the
participant as a capital asset and the holding period for such shares is more
than twelve (12) months. Under currently effective law, the maximum tax rate
imposed on individuals receiving long-term capital gains is 28 percent (as
opposed to 31 percent for ordinary income). For corporate participants, no
difference currently exists in the long-term capital gains and ordinary income
tax rates. Additionally, characterization of income as long-term capital gain
remains significant for individual taxpayers because this type of income can be
offset by capital losses. The maximum amount of ordinary income which can be
offset by capital losses in any year is currently $3,000 for individual
taxpayers. There is currently no such offset against ordinary income available
for corporations.
In the case of participants whose dividends are subject to tax withholding,
such as United States income tax withholding on foreign shareholders or 31%
backup withholding, the amount of such tax withholding is deducted from the
dividends and the balance is reinvested. Statements of account for those
participants indicate the amount withheld.
USE OF PROCEEDS
It is anticipated that the Common Stock offered hereby will be sold by the
Company over a period of approximately three years from the date hereof, but the
Company does not know precisely the number of shares that will ultimately be
sold under the Plan or the prices at which shares will be sold. The net proceeds
from the direct sale by the Company to the Plan of authorized but unissued
shares of Common Stock will broaden and strengthen the equity base of the
Company and are expected to be used primarily to help finance the capital
expenditure and growth programs of its subsidiaries and for working capital and
general corporate purposes, including the reduction or deferral of short-term
borrowings that might otherwise be required.
17
<PAGE> 19
PLAN OF DISTRIBUTION
The Company may from time to time inform holders of Common Stock and
Preferred Stock, owners of Common Stock and/or Preferred Stock whose shares are
registered in a name other than their own (e.g. a broker or bank nominee) and
Hawaii residents about the Plan by direct mailings of the prospectus or other
information concerning the Plan (including brochures with return cards
requesting the prospectus), and by the use of countertop displays at the Hawaii
offices of the Company's subsidiaries. Direct mailings of information concerning
the Plan may also be included with billings or other statements from
subsidiaries of the Company to their customers in Hawaii. For a discussion of
the procedure by which Hawaii residents and holders of Common Stock and
Preferred Stock may enroll in the plan, see "Description of the
Plan -- Participation in the Plan" (See responses to Questions 6-9). Shares of
Common Stock purchased under the Plan, unless withdrawn, are registered in the
name of an independent trustee. See "Description of the Plan -- Administration
of the Plan" (response to Question 5), "Description of the Plan -- Registration
of Shares" (response to Question 22) and "Description of the Plan -- Withdrawal
of Shares from the Plan" (responses to Questions 27-31).
VALIDITY OF COMMON STOCK
Counsel for the Company, Goodsill Anderson Quinn & Stifel, Honolulu,
Hawaii, has rendered an opinion (filed as an Exhibit to the Registration
Statement of which this Prospectus is a part) to the effect that the Common
Stock offered hereby, when purchased by the Plan in the manner described in this
Prospectus, will be duly and validly issued, fully paid and nonassessable.
EXPERTS
The consolidated financial statements and schedules of HEI and its
subsidiaries as of December 31, 1993 and 1992, and for each of the years in the
three-year period ended December 31, 1993, which financial statements and
schedules have been incorporated by reference and included, respectively, in
HEI's Annual Report on Form 10-K for the year ended December 31, 1993, have been
incorporated by reference herein in reliance upon the reports of KPMG Peat
Marwick LLP, independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.
18
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<TABLE>
<CAPTION>
<S> <C>
- ------------------------------------------------------ ------------------------------------------------------
- ------------------------------------------------------ ------------------------------------------------------
TABLE OF CONTENTS
PAGE
----
Cover Page of Prospectus......................... 1
Available Information............................ 2
Incorporation of Certain Documents by
Reference...................................... 2
The Company...................................... 3
Description of the Plan.......................... 4
Purpose of the Plan............................ 4
Certain Features of the Plan................... 4
Administration of the Plan..................... 5
Participation in the Plan...................... 5 (LOGO)
Fees and Charges............................... 6 HAWAIIAN ELECTRIC INDUSTRIES, INC.
Purchases under the Plan....................... 7
Dividend Reinvestment.......................... 9
Optional Cash Payments......................... 9
Account Records and Reports to Participants.... 10
Registration of Shares......................... 10
Safekeeping of Shares.......................... 10
Termination of Participation in the Plan....... 11
Withdrawal of Shares from the Plan............. 11
Sale and Other Transfer of Shares.............. 12
Voting of Shares in the Plan; Tender Offers.... 13
Stock Dividends and Stock Splits............... 14
Adjustment of Number and Kind of Registered
Securities................................... 14
Interpretation, Modification, Suspension or
Termination of the Plan...................... 14
Limitation of Liability........................ 15
Restrictions on Resale of Common Stock........... 15
Federal Income Tax Considerations................ 16
Use of Proceeds.................................. 17
Plan of Distribution............................. 18 DIVIDEND REINVESTMENT
Validity of Common Stock......................... 18 AND STOCK PURCHASE PLAN
Experts.......................................... 18
------------------------
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALES HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT
THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF. NO PERSON HAS BEEN
AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN AS CONTAINED IN THIS
PROSPECTUS AND IN OTHER DOCUMENTS RELATING TO THE PLAN
DELIVERED TO ELIGIBLE PARTIES AND FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, IN CONNECTION WITH DECEMBER , 1994
THIS OFFER, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, THE SECURITIES TO
WHICH THIS PROSPECTUS RELATES IN ANY STATE TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH STATE.
- ------------------------------------------------------ ------------------------------------------------------
- ------------------------------------------------------ ------------------------------------------------------
</TABLE>
<PAGE> 21
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND REGISTRATION*
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee....... $26,401
Printing expenses......................................... 7,000
Legal fees and expenses................................... 25,000
Accounting fees and expenses.............................. 5,000
Blue Sky fees and expenses................................ 4,000
Other..................................................... 2,599
-------
Total........................................... $70,000
=======
</TABLE>
- ---------------
* All amounts other than SEC registration fee are estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Restated Articles of Incorporation of HEI provide that HEI will indemnify
any person against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
any threatened, pending or completed action, suit or proceeding to which such
person is a party or is threatened to be made a party by reason of being or
having been a director, officer, employee or agent of HEI, provided that such
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of HEI, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. With respect to an action brought by or in the right of HEI in
which such person is adjudged to be liable for negligence or misconduct in
performance of that person's duty to HEI, indemnification may be made under the
Restated Articles of Incorporation only to the extent deemed fair and reasonable
in view of all the circumstances of the case by the court in which the action
was brought or any other having jurisdiction. The indemnification provisions in
the Restated Articles of Incorporation were authorized at the time of their
adoption by the applicable provisions of the Hawaii Revised Statutes, and
substantially similar authorizing provisions are currently set forth in Section
415-5 of the Hawaii Revised Statutes.
At HEI's annual meeting of stockholders held on April 18, 1989, the
stockholders adopted a proposal authorizing HEI to enter into written indemnity
agreements with its officers and directors. Pursuant to such authority, HEI has
entered into agreements of indemnity with certain of its officers and directors.
The agreements provide for mandatory indemnification of officers and directors
to the fullest extent authorized or permitted by law, which could among other
things protect officers and directors from certain liabilities under the
Securities Act of 1933. Indemnification under the agreements may be provided
without a prior determination that an officer or director acted in good faith or
in the best interests of the Company, and without prior court approval of
indemnification of an officer or director adjudicated liable in a shareholder's
derivative action. The agreements provide for indemnification against expenses
(including attorneys' fees), judgments, fines and settlement amounts in
connection with any action by or in the right of the Company.
Under a directors' and officers' liability insurance policy, directors and
officers are insured against certain liabilities, including certain liabilities
under the Securities Act of 1933.
II-1
<PAGE> 22
ITEM 16. EXHIBITS.
The exhibits designated by an asterisk (*) are filed herein. The exhibits
not so designated are incorporated by reference to the indicated filing.
<TABLE>
<S> <C>
4(a) Restated Articles of Incorporation of Hawaiian Electric Industries, Inc.
(previously filed as Exhibit 4(b) to Registration Statement on Form S-3
(Regis. No. 33-7895))
4(b) Articles of Amendment of Hawaiian Electric Industries, Inc. filed June 30,
1990 (previously filed as Exhibit 4(b) to Registration Statement on Form
S-3, Regis. No. 33-40813)
4(c) By-Laws of Hawaiian Electric Industries, Inc. (previously filed as Exhibit
4(c) to Registration Statement on Form S-8, Regis. No. 33-21761)
*4(d) Hawaiian Electric Industries, Inc. Dividend Reinvestment and Stock Purchase
Plan
*5 Opinion of Goodsill Anderson Quinn & Stifel (including consent)
*8 Opinion of Goodsill Anderson Quinn & Stifel re tax matters
*23(a) Consent of KPMG Peat Marwick LLP
*23(b) Consent of Goodsill Anderson Quinn & Stifel (included in Exhibit 5)
*24 Power of Attorney
</TABLE>
ITEM 17. UNDERTAKINGS.
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, unless the information required to be included
in such post-effective amendment is contained in a periodic report filed
by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 and incorporated by reference in this
Registration Statement;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement, unless the information required to be
included in such post-effective amendment is contained in a periodic
report filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 and incorporated by reference in
this Registration Statement; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information 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.
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
II-2
<PAGE> 23
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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions described under Item 15 above, or otherwise,
the Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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.
II-3
<PAGE> 24
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 and County of Honolulu, State of Hawaii, on the 22nd day
of November, 1994.
HAWAIIAN ELECTRIC INDUSTRIES, INC.
By /s/ ROBERT F. MOUGEOT
-----------------------------------
Robert F. Mougeot
Financial Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
ROBERT F. CLARKE* President and Director November 22, 1994
- --------------------------------------------- (Chief Executive Officer)
Robert F. Clarke*
ROBERT F. MOUGEOT* Financial Vice President November 22, 1994
- --------------------------------------------- and Chief Financial
Robert F. Mougeot Officer (Principal
Financial Officer)
CURTIS Y. HARADA* Controller (Principal November 22, 1994
- --------------------------------------------- Accounting Officer)
Curtis Y. Harada
EDWIN L. CARTER* Director November 22, 1994
- ---------------------------------------------
Edwin L. Carter
JOHN D. FIELD* Director November 22, 1994
- ---------------------------------------------
John D. Field
RICHARD HENDERSON* Director November 22, 1994
- ---------------------------------------------
Richard Henderson
BEN F. KAITO Director November 22, 1994
- ---------------------------------------------
Ben F. Kaito
VICTOR HAO LI* Director November 22, 1994
- ---------------------------------------------
Victor Hao Li
- --------------------------------------------- Director
Bill D. Mills
</TABLE>
II-4
<PAGE> 25
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Director
- ----------------------------------------------
A. Maurice Myers
RUTH M. ONO* Director November 22, 1994
- ----------------------------------------------
Ruth M. Ono
DIANE J. PLOTTS* Director November 22, 1994
- ----------------------------------------------
Diane J. Plotts
- ---------------------------------------------- Director
Oswald K. Stender
- ---------------------------------------------- Director
Kelvin H. Taketa
JEFFREY N. WATANABE* Director November 22, 1994
- ----------------------------------------------
Jeffrey N. Watanabe
HARWOOD D. WILLIAMSON* Director November 22, 1994
- ----------------------------------------------
Harwood D. Williamson
</TABLE>
*By /s/ ROBERT F. MOUGEOT
-------------------------------------------
Robert F. Mougeot
For himself and as Attorney-In-Fact for the
above mentioned officers and directors
II-5
<PAGE> 26
EXHIBIT INDEX
The exhibits designated by an asterisk (*) are filed herein. The exhibits
not so designated are incorporated by reference to the indicated filing.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
4(a) Restated Articles of Incorporation of Hawaiian Electric Industries, Inc.
(previously filed as Exhibit 4(b) to Registration Statement on Form S-3 (Regis.
No. 33-7895))
4(b) Articles of Amendment of Hawaiian Electric Industries, Inc. filed June 30, 1990
(previously filed as Exhibit 4(b) to Registration Statement on Form S-3, Regis.
No. 33-40813)
4(c) By-Laws of Hawaiian Electric Industries, Inc. (previously filed as Exhibit 4(c)
to Registration Statement on Form S-8, Regis. No. 33-21761)
*4(d) Hawaiian Electric Industries, Inc. Dividend Reinvestment and Stock Purchase Plan
*5 Opinion of Goodsill Anderson Quinn & Stifel (including consent)
*8 Opinion of Goodsill Anderson Quinn & Stifel re tax matters
*23(a) Consent of KPMG Peat Marwick LLP
*23(b) Consent of Goodsill Anderson Quinn & Stifel (included in Exhibit 5)
*24 Power of Attorney
</TABLE>
<PAGE> 1
HAWAIIAN ELECTRIC INDUSTRIES, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
(As amended through November 22, 1994)
Section 1. Name and Number of Shares
The plan shall be known as the "Dividend Reinvestment and
Stock Purchase Plan" (the "Plan"). The Plan permits (i) holders of record of
the Common Stock of Hawaiian Electric Industries, Inc. (the "Company"), (ii)
holders of record of the preferred stock ("Preferred Stock") of any class or
series of Hawaiian Electric Company, Inc., Maui Electric Company, Limited and
Hawaii Electric Light Company, Inc., each of which is a direct or indirect
subsidiary of the Company, and (iii) residents of the State of Hawaii to
purchase common stock of the Company ("Common Stock"). The number of shares of
Common Stock which may be issued pursuant to the Plan shall be fixed from time
to time by the Board of Directors of the Company.
Section 2. Administration and Costs
The administrator of the Plan (the "Administrator") shall
administer the Plan for participants, keep records, send statements of accounts
to participants, and perform other duties relating to the Plan. The
Administrator may be one or more officers or employees of the Company or of its
subsidiaries and shall be appointed from time to time by the President, the
Financial Vice President or the Treasurer of the Company. If the Administrator
is one or more employees of the Company, an independent trustee (the "Trustee")
shall be appointed by the President, the Financial Vice President or the
Treasurer of the Company, and shares under the Plan shall be registered in the
name of the Trustee. The initial Administrator shall be the Stock Transfer
Division of the Company.
Except as provided in Section 14 hereof, neither the Company
nor the Administrator nor the Trustee will charge participants any brokerage
commissions, service charges or other expenses in connection with the Plan
including, but not limited to, any brokerage commissions incurred by the Plan
in purchasing Common Stock of the Company on the open market and any other
compensation payable to the Broker (as defined in Section 6) for its services
in connection with such purchases. Except as
EXHIBIT 4(d)
<PAGE> 2
provided in Section 14, all costs of administration of the Plan will be paid by
the Company.
Section 3. Eligibility and Enrollment
The following persons shall be eligible to participate in the
Plan (the "participants"):
(a) Each holder of record of Common Stock and/or Preferred
Stock shall be eligible to participate in the Plan. In order to participate in
the Plan, owners of Common Stock and/or Preferred Stock whose shares are
registered in names other than their own (e.g., broker, bank nominee) must
first either become holders of record by having shares of Common Stock and/or
Preferred Stock, as the case may be, transferred into their own names or
transfer shares of Common Stock to the name of the Administrator (or the
Trustee, if there is a Trustee) for safekeeping under the Plan. In addition,
an eligible stockholder must complete and sign the Company-approved
authorization form ("Shareholder Authorization Form") for Common Stock and/or
Preferred Stock, as the case may be, and return it to the Administrator in the
manner prescribed on the Shareholder Authorization Form or in the current
prospectus for the Plan. A Shareholder Authorization Form must be received by
the Administrator by the dividend record date in order for the dividends for
which the record is taken to be reinvested under the Plan. The execution of a
Shareholder Authorization Form will result in the participation in the Plan
only of the class or series of shares designated in the Form for participation
in the Plan. For example, the designation of one or more series of Preferred
Stock for participation in the Plan will not result in participation of any
other existing or newly issued series of Preferred Stock unless a new Form is
submitted which includes the designation of such additional series. A
participant may change any of the designations set forth in a Shareholder
Authorization Form by completing, signing and returning to the Administrator a
new Shareholder Authorization Form in the manner described above, which new
Form shall supersede the prior Form, or may make such changes in such other
manner as may be permitted by the Administrator.
(b) Any individual who is of legal age and a resident of the
State of Hawaii shall be eligible to participate in the Plan. In order to
participate in the Plan, an eligible Hawaii resident must complete and sign the
Company's enrollment form (the "Resident Enrollment Form") and return it to the
Administrator along with a
2
<PAGE> 3
check or money order made payable to HEI/Dividend Reinvestment and Stock
Purchase Plan for an initial stock purchase of not less than $100 and not more
than $100,000.
(c) Each participant may, pursuant to the Shareholder
Authorization Form, the Resident Enrollment Form and/or such other forms as the
Administrator may from time to time prescribe, elect one of the following three
investment options: (1) under the "full dividend reinvestment" option, a
participant may reinvest cash dividends on all shares of Common Stock and
Preferred Stock registered in the name of a participant and on all shares of
Common Stock held under the Plan for the participant to purchase additional
shares of Common Stock; (2) under the "partial dividend reinvestment" option, a
participant may receive cash dividends on a portion of the shares of Common
Stock and/or Preferred Stock registered in such participant's name and/or on a
portion of the shares of Common Stock held under the Plan for the participant,
and reinvest the remainder of cash dividends on such shares to purchase Common
Stock; and (3) under the "optional cash investment only/no dividend
reinvestment" option, a participant may receive cash dividends on all shares of
Common Stock and/or Preferred Stock registered in the participant's name and on
shares of Common Stock held under the Plan for the participant. Under any of
the investment options, a participant may purchase additional shares of Common
Stock under the Plan by making optional cash payments to the Plan as provided
under Section 5 below. A participant may change such participant's investment
option by following the procedures under Section 3(a) above for changing the
designations set forth in a Shareholder Authorization Form and/or such other
procedures as the Administrator may from time to time prescribe.
(d) Shareholder Authorization and Resident Enrollment Forms
shall be made available by the Administrator.
(e) Each participant will remain a participant in the Plan
until participation is terminated pursuant to Section 12 hereof or until the
Plan itself is terminated.
Section 4. Cash Dividend Purchases
If a participant has elected full or partial dividend
reinvestment on the shares of Common Stock or Preferred Stock registered in
such participant's name or on the shares of Common Stock held under the Plan
for such
3
<PAGE> 4
participant, such cash dividends will be credited to each participant's account
under the Plan and will be automatically reinvested to purchase Common Stock on
behalf of the participants on or after dividend payment dates in the manner
described in Section 7 below. Until participation in the Plan is terminated
pursuant to Section 12 hereof, Common Stock and/or Preferred Stock
participating in the Plan shall include (1) all shares of each class or series
of shares of Common Stock and/or Preferred Stock, as the case may be,
designated by registered holders of such shares in Shareholder Authorization
Forms which have been received by the Company by the record date for the
payment of a cash dividend, including all such shares purchased after receipt
of said form, and all shares received as a result of a stock dividend or stock
split, (2) all shares of Common Stock transferred to the Administrator (or the
Trustee) for safekeeping under the Plan, and (3) all shares of Common Stock
purchased under the Plan for the accounts of shareholders and Hawaii residents,
including all shares purchased with reinvested dividends and optional cash
payments, unless said shares have been withdrawn pursuant to Section 13 hereof
and are held in the name of a person who has not signed a Shareholder
Authorization Form.
In the case of participants whose dividends on Common Stock
and/or Preferred Stock are subject to United States income tax withholding, the
amount of tax to be withheld will be deducted from the amount of dividends on
Common Stock and/or Preferred Stock to determine the amount of dividends to
reinvest.
The Administrator will credit dividends for all shares of
Common Stock and/or Preferred Stock participating in the Plan (other than
dividends paid on shares as to which the participant has elected to receive
cash dividends) to the participants' accounts on the basis of full and
fractional shares held in these accounts and will automatically reinvest such
dividends (less any amounts required to be withheld by United States income tax
law) in additional shares of Common Stock.
Section 5. Cash Purchases
All participants, whether or not they have authorized the
reinvestment of cash dividends on Common Stock or Preferred Stock, shall be
eligible to make optional cash payments for purchases of additional shares
4
<PAGE> 5
of Common Stock under the Plan. Optional cash payments shall be made by check
or money order payable to HEI/Dividend Reinvestment and Stock Purchase Plan (or
may be made by electronic funds transfer from a bank account designated by a
participant, by payroll deduction, or by such other means, in each case subject
to approval by the Treasurer of the Company or the Administrator) and any such
payment may not be less than $25, nor may such payments exceed $100,000 in any
calendar year (including for purposes of this limitation the initial payment
made by a Hawaii resident upon enrollment in the Plan). The Administrator will
send a statement recording receipt of each optional payment.
Section 6. Method of Purchase of Shares
The Plan will satisfy its requirements for shares of Common
Stock through purchases from the Company of authorized but unissued shares,
through open market purchases of shares, or through a combination of both
methods; provided, however, that no open market purchases of Common Stock shall
be made unless and until any necessary exemptions have been obtained from the
Securities and Exchange Commission. Open market purchases under the Plan, if
any, will be made through a brokerage firm or other independent agent (the
"Broker") appointed by the Company. Subject to any requirements and provisions
specified herein, the Broker will have full discretion as to all matters
relating to such open market purchases, including, without limitation,
determining the number of shares, if any, to be purchased on any day or at any
time of that day, the prices paid for such shares, the markets on which such
purchases will be made, and the persons (including other brokers and dealers)
from or through whom purchases will be made. The Company shall not change the
method of acquiring shares of Common Stock to satisfy the Plan's requirements,
including any change from purchases from the Company of authorized but unissued
shares of Common Stock to open market purchases, or vice versa, or any change
in the amount or portion of funds to be invested in authorized but unissued
shares of Common Stock purchased from the Company versus shares purchased on
the open market, more than once in any twelve-month period, except that the
Plan may discontinue open market purchases and satisfy all of its requirements
for Common Stock through purchases directly from the Company at any time upon
the commencement of, or decision by the Board of Directors of the Company to
commence, a distribution of shares of Common Stock other than pursuant to the
Plan.
5
<PAGE> 6
The method of acquiring shares, and any change thereto, will be determined only
at the direction of the Board of Directors or the Chief Financial Officer of
the Company. At any time that any shares are purchased for the Plan on the
open market, the Company will not change the source of shares to newly-issued
shares or increase the amount or portion of funds to be invested in newly-
issued shares absent a determination by the Board of Directors or the Chief
Financial Officer of the Company that the Company has a need to raise
additional capital or that there is another compelling reason for the change.
Section 7. Timing of Purchases
Optional cash payments and dividend payments will be invested
in shares of Common Stock on or after the applicable Investment Date. For any
month in which no dividends are paid on Common Stock, the "Investment Date" for
the optional cash payments received by the Administrator on or before the fifth
(5th) day of a month from such participant will be the tenth (10th) day of such
month (or, if such day is not a business day, the next succeeding business
day). For any month in which dividends are paid on Common Stock, the
"Investment Date" for such dividends (and for any optional cash payments
received by the Administrator no later than the fifth (5th) day of such month)
will be the dividend payment date for such dividends, which is normally the
tenth (10th) day of such month (or, if such day is not a business day, the next
succeeding business day). For any month in which dividends are paid on
Preferred Stock, the "Investment Date" for such dividends will be the dividend
payment date for such dividends, which is normally the fifteenth (15th) day of
such month (or, if such day is not a business day, the next succeeding business
day). Interest will not be paid on optional cash payments or on reinvested
dividends prior to or after their investment in Common Stock or if for any
reason such payments and dividends are not so reinvested.
To the extent shares of Common Stock are purchased directly
from the Company, such purchases shall occur on the applicable Investment Date
or as promptly thereafter as the Administrator in its sole discretion
determines practicable. To the extent shares of Common Stock are purchased in
the open market, such shares shall be purchased through the Broker during the
period commencing on each applicable Investment Date and ending on the earlier
to occur of the thirtieth (30th) day
6
<PAGE> 7
thereafter or the date by which all such shares have been purchased (each an
"Investment Period"). Shares of Common Stock purchased directly from the
Company will be credited to participants' accounts on the date purchased except
that, if any shares are purchased on the open market, all of the shares
purchased during the applicable Investment Period (including shares purchased
from the Company) will be credited to participants' accounts as of the last day
of such Investment Period. The Broker will be instructed prior to the
commencement of each Investment Period regarding the amount of funds to be used
to purchase shares of Common Stock on the open market during such Investment
Period.
If the Broker is directed but unable to purchase sufficient
shares in the open market with cash dividends and/or optional payments during
any Investment Period, and the Company does not issue shares to fulfill all
such purchase requirements, the Common Stock that is purchased from the Company
and on the open market will be allocated among participants' accounts (on a pro
rata basis if necessary) according to the amount each participant had
contributed in cash dividends and, if there are any shares remaining, on a pro
rata basis according to the amount each participant had contributed in optional
cash payments. Funds that are not so invested during the applicable Investment
Period will be returned to the participants as soon as practicable without
interest.
If a participant has elected full or partial dividend
reinvestment on the shares of Common Stock or Preferred Stock registered in
such participant's name or on shares of Common Stock held under the Plan for
such participant, the cash dividends to be reinvested for such participant will
be delivered by the Company to the Administrator concurrently with payment of
cash dividends to non-participating shareholders. Optional cash payments will
be made by participants directly to the Administrator. The Administrator will
deliver funds to be used to purchase shares on the open market to the Broker on
the settlement date for the purchase of the shares.
Section 8. Purchase Price of Shares
The purchase price per share of Common Stock purchased for the
accounts of participants directly from the Company will be 100% of the average
of the high and low sales prices for the Common Stock on the composite tape for
stocks listed on the New York Stock Exchange on the business day prior to the
applicable Investment Date
7
<PAGE> 8
or such later date as such stock is purchased (or the last prior day on which
the Common Stock is traded if there is no trade reported on the business day
prior to the applicable Investment Date or such later date). The purchase
price per share of Common Stock purchased on the open market will be the
weighted average price of all shares acquired on the open market by the Broker
during the applicable Investment Period. If shares are purchased both on the
open market and directly from the Company during any Investment Period, then
the price per share for such shares will be the weighted average price per
share of all such shares. Amounts to be invested in shares of Common Stock
during any Investment Period will not be pooled with amounts to be invested
during another Investment Period for purposes of computing per share prices.
Amounts to be invested in any Investment Period will be completely invested
before any purchases are executed for any subsequent Investment Period.
Section 9. Registration of Shares
Shares of Common Stock purchased under the Plan will be
registered in the name of the Administrator (or the Trustee, if there is a
Trustee) as agent for the participants. Shares will not be issued to
participants unless requested pursuant to Section 13 hereof.
For safekeeping or other purposes, holders of record of Common
Stock who submit Shareholder Authorization Forms may elect to transfer their
shares of Common Stock to the Administrator (or the Trustee, if there is a
Trustee), without charge, to the credit of their account under the Plan,
pursuant to such procedures as the Company and the Administrator shall
establish.
Section 10. Participants' Accounts
The Administrator shall keep an individual account for each
participant recording the participant's interest in the Plan. Each
participant's account will be credited with that number of shares, including
fractions computed to four decimal places, equal to the total amount of cash
dividends or optional cash payments to be invested, divided by the applicable
purchase price per share.
8
<PAGE> 9
Section 11. Reports to Participants
Participants will receive periodic statements of account
showing amounts invested, purchase prices, shares purchased, and other
information for the year to date. Annually each participant will also receive
a statement showing all information pertaining to the participant's account for
the year. In addition, each participant shall receive copies of the Company's
annual and quarterly reports to stockholders, notices of annual meetings, proxy
statements, and information for income tax reporting purposes.
Section 12. Termination of Participation
A participant may terminate participation in the Plan as to
all (but not less than all) Common Stock and Preferred Stock participating in
the Plan at any time by written notification to the Administrator. Any notice
of termination received on or after a dividend record date will not be
effective until dividends have been paid, credited to the participant's Plan
account and reinvested in additional shares of Common Stock in accordance with
the Plan. Within ten business days after the later to occur of (a) receipt of
notice of termination and (b) reinvestment of dividends as to participants
whose notice of termination is received on or after a dividend record date,
certificates for whole shares of Common Stock credited to the participant's
Plan account will be issued and a cash payment will be made for any fraction of
a share; provided, however, that if a participant's account is credited with
less than ten shares, the participant will receive cash in lieu of shares
unless the Company otherwise elects. Cash payments for any fraction of a share
or for less than ten shares will be based on the market price per share
(determined in the manner provided in Section 8 hereof for shares purchased
directly from the Company) on the last business day prior to the date of
payment to the terminating participant. In no case will certificates for
fractional shares be issued.
Termination of participation in the Plan will not preclude
re-enrollment, provided that the Company reserves the right to reject
re-enrollment where in its sole discretion it deems there have been excessive
terminations and re-enrollments.
9
<PAGE> 10
Section 13. Withdrawal of Shares
A participant may withdraw all or a portion of shares of
Common Stock from the participant's account by notifying the Administrator in
writing to that effect and specifying the whole number of shares to be
withdrawn. Withdrawal of shares must be in full shares only. Fractional
shares will be liquidated upon termination of participation as described under
Section 12. Any notice of withdrawal received on or after a dividend record
date will not be effective until dividends have been paid, credited to the
participant's Plan account and reinvested in additional shares of Common Stock
in accordance with the Plan. Within ten business days after the later to occur
of (a) receipt of notice of withdrawal and (b) reinvestment of dividends as to
participants whose notice of withdrawal is received on or after a dividend
record date, certificates for whole shares of Common Stock so withdrawn will be
issued. In no case will certificates for fractional shares be issued.
Shares withdrawn from the Plan and registered in the
participant's name will no longer participate in the Plan, unless the
participant has otherwise instructed the Administrator pursuant to a
Shareholder Authorization Form and has not terminated participation pursuant to
Section 12 hereof. Shares not withdrawn from the Plan shall continue to
participate in the Plan until withdrawn or until participation in the Plan
shall have been terminated.
Accounts are maintained in the names used by participants at
the time they entered the Plan. However, a participant who wishes to withdraw
shares and have the stock certificates issued in the name of another person may
do so by submitting a properly completed and executed stock power, with
signature guaranteed, and complying with such other procedures as the Company
or Administrator shall establish.
Section 14. Sale and Transfer of Shares
Unless the participant satisfies the requirements specified in
Section 13 for the issuance of certificates in the name of another person,
shares of Common Stock credited to a participant's account under the Plan or
otherwise registered in the Administrator's (or Trustee's) name may not be
pledged, encumbered, sold or otherwise transferred by a participant. Absent
10
<PAGE> 11
satisfaction of said requirements, a participant wishing to sell, pledge,
encumber or otherwise dispose of shares must have those shares registered in
his name by terminating participation in the Plan pursuant to Section 12 or
withdrawing the shares pursuant to Section 13.
A participant who wishes to receive cash in lieu of shares of
Common Stock upon termination of participation or withdrawal of shares may
request the Administrator to sell such shares and to deliver the net proceeds
to the participant. The net proceeds shall equal the selling price of the
shares less customary brokerage commissions and a fee of $10 for the handling
of each such request.
Section 15. Voting of Shares
Each participant will be sent a notice of meeting and proxy
statement and form of proxy for each meeting of shareholders of the Company.
Each participant will vote directly the shares registered in such participant's
name. The Administrator (or the Trustee, as the case may be) shall be deemed
instructed to vote the shares of Common Stock it holds in the Plan for a
participant who has shares registered in such participant's own name in the
same way that said participant votes the shares of Common Stock registered in
the participant's name, unless the participant instructs that the shares held
in the Plan are to be voted in another way, in which event said shares shall be
voted as instructed. If no shares of Common Stock are registered in a
participant's name, the Administrator (or the Trustee, as the case may be)
shall vote the shares it holds in the Plan for the participant in accordance
with instructions of the participant given on the proxy form duly signed and
returned by the participant. In the absence of any of the foregoing types of
instructions, the Administrator (or the Trustee, as the case may be) will vote
the shares registered in its name in the same proportion on each issue as it
votes those shares as to which it has received instructions.
Section 16. Limitation of Liability
Neither the Company nor the Administrator nor the Trustee nor
the Broker nor any of their respective officers, directors, representatives,
employees or agents shall be liable for any damages resulting from any act or
omission in connection with the Plan in the absence of bad faith or gross
negligence.
11
<PAGE> 12
Section 17. Common Stock Adjustment Provisions
If the outstanding shares of common stock of the Company are
decreased or exchanged for a different number or kind of shares or other
securities, or if additional shares or new or different shares or other
securities are distributed with respect to such shares of common stock or other
securities, through merger, consolidation, sale of all or substantially all of
the property of the Company, recapitalization, reclassification, stock
dividend, stock split, reverse stock split or other distribution with respect
to such shares of common stock or other securities, an appropriate and
proportionate adjustment may, subject to the requirements of federal and state
securities laws and regulations, be made by the Company to the maximum number
and kind of shares of common stock or other securities issuable under the Plan
which are subject to an effective registration statement filed with the
Securities Exchange Commission pursuant to the Securities Act of 1933, as
amended.
Section 18. Other Matters
The Board of Directors, Chief Financial Officer or Treasurer
of the Company shall determine the effective date of the Plan as most recently
amended hereby.
The Company intends to continue the Plan indefinitely, but
reserves the right to suspend or terminate the Plan at any time. The Company
also reserves the right to make any additions or modifications to the Plan.
The Treasurer of the Company may interpret the Plan and may make additions
thereto which are not inconsistent with the above provisions of the Plan.
In the event any stock dividends or split shares are
distributed by the Company on shares of Common Stock credited to the account of
a participant under the Plan, such shares will be added to the participant's
account. Stock dividends or split shares distributed on any shares of Common
Stock registered in the name of a participant will be distributed to the
participant in the same manner as to shareholders who are not participating in
the Plan.
In the event that the number of shares of Common Stock to be
purchased by the participants in the Plan exceeds the balance of the shares
authorized by the Board of Directors to be sold pursuant to the Plan, then the
Plan shall be automatically suspended with respect to
12
<PAGE> 13
future purchases until such time as the Board of Directors of the Company has
authorized additional shares of Common Stock to be sold pursuant to the Plan.
In the event of any such automatic suspension of the Plan, then (1) on the date
of such automatic suspension of the Plan, the number of shares of Common Stock
to be sold shall be prorated among the participants purchasing shares on such
date, and (2) the Treasurer of the Company shall determine the date the
suspension is to be lifted after the Board of Directors has authorized the sale
of additional shares of Common Stock pursuant to the Plan.
The Company will notify each participant of the commencement
of any tender offer for securities which include the Company's Common Stock
held in participants' accounts. The Company will use its best efforts to
distribute to participants in a timely manner the same information that is
distributed to all of the Company's shareholders in connection with the tender
offer. After consulting with the Trustee, the Company will provide a means by
which participants may direct the Trustee whether or not to tender the
Company's Common Stock credited to their accounts. The Trustee will not tender
shares held in any participant's account for which it receives no direction
from the participant. A participant may, at any time prior to a tender offer
withdrawal date, direct the Trustee to withdraw shares of the Company's Common
Stock previously directed by the participant to be tendered.
The Company or the Administrator shall provide participants
with prompt notice of any modification, suspension or termination of the Plan.
Certificates for whole shares issued to a participant upon
termination of participation in the Plan pursuant to Section 12, or upon
withdrawal of shares pursuant to Section 13, or upon termination of the Plan by
the Company, shall be registered in the names used by participants at the time
they enrolled in the Plan, except as otherwise provided pursuant to Section 13.
The Hawaiian Electric Industries Retirement Savings Plan and
any other plans of the Company or its direct or indirect subsidiaries may
participate in the Plan on such terms and in such manner as may be determined
by the Treasurer of the Company.
13
<PAGE> 1
[Letterhead of Goodsill Anderson Quinn & Stifel]
November 22, 1994
Hawaiian Electric Industries, Inc.
900 Richards Street
Honolulu, Hawaii 96813
Ladies and Gentlemen:
Hawaiian Electric Industries, Inc., a Hawaii corporation (the
"Company"), has filed a Registration Statement on Form S-3 under the Securities
Act of 1933, covering an additional 2,500,000 shares of Common Stock, without
par value (the "Shares"), of the Company to be offered and sold in connection
with the Company's Dividend Reinvestment and Stock Purchase Plan.
We have examined the Registration Statement. We have also
examined the Restated Articles of Incorporation of the Company, as amended, and
such appropriate records of the Company, certificates of public officials and
other documents as we deem pertinent as a basis for the opinions hereinafter
expressed.
Upon the basis of such examination, we are of the opinion that:
1. The Company is a corporation duly incorporated,
validly existing and in good standing under the laws of the State of Hawaii.
2. When the Shares have been duly issued and sold as
contemplated in the Registration Statement, the Shares will be validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement and to the references to our firm under the
caption "Validity of Common Stock" in the Registration Statement, and to the
filing of our opinion of this date concerning tax matters as Exhibit 8 to the
Registration Statement.
Very truly yours,
/s/ GOODSILL ANDERSON QUINN & STIFEL
EXHIBIT 5
<PAGE> 1
[Letterhead of Goodsill Anderson Quinn & Stifel]
November 22, 1994
Hawaiian Electric Industries, Inc.
900 Richards Street
Honolulu, Hawaii 96813
Re: Dividend Reinvestment and Stock Purchase Plan
Gentlemen:
This is written with reference to the treatment for federal
income tax purposes of participants in the Dividend Reinvestment and Stock
Purchase Plan (the "Plan") of Hawaiian Electric Industries, Inc. ("HEI").
The Plan provides participants with a simple and convenient
method for purchasing shares of HEI common stock ("Common Stock") with
reinvested dividends and optional cash payments. The persons eligible to
participate in the plan include (i) any holder of record of Common Stock, (ii)
any holder of record of preferred stock of any class or series ("Preferred
Stock") of HEI's electric utility subsidiaries -- Hawaiian Electric Company,
Inc. and its subsidiaries Hawaii Electric Light Company, Inc. and Maui Electric
Company, Limited, and (iii) any resident of the State of Hawaii who is of legal
age.
Shares of Common Stock purchased under the Plan will be
purchased directly from HEI, on the open market, or through a combination of
direct purchase from HEI and open market purchases. All such purchases will be
made at 100% of the market price for Common Stock calculated according to a
specified formula. All brokerage commissions incurred by participants in
connection with purchases of Common Stock made under the Plan will be paid by
HEI.
The dividend reinvestment aspect of the Plan allows each
holder of Common Stock and/or Preferred Stock to reinvest dividends on all or
any part of his or her Common Stock and/or Preferred Stock in additional shares
of Common Stock. The optional payment aspect of the Plan allows participating
stockholders and residents of the State of Hawaii of legal age
EXHIBIT 8
<PAGE> 2
Hawaiian Electric Industries, Inc.
Page 2
who enroll in the Plan to purchase shares of Common Stock by making optional
cash payments to the Plan. Generally, a participant's optional cash payments
cannot be less than $25 per payment (or a minimum of $100 for the initial
investment by a Hawaii resident) nor more than a total of $100,000 per calendar
year. Cash dividends on shares of Common Stock purchased with optional cash
payments may be reinvested under the Plan in the manner described above.
Shares of Common Stock purchased on behalf of a participant
under the Plan (through reinvested dividends, cash payments, or both, and
including fractional shares) will be credited to that participant's account in
the Plan. Upon termination of participation, certificates for whole shares of
Common Stock credited to a participant's account will be issued to the
participant. However, if a participant seeks to withdraw less than 10 shares,
the participant will receive cash in lieu of shares unless HEI otherwise
elects. Cash payments also will be made for any fractional shares credited to
the participant's account in the Plan. All such cash payments (i) are made out
of cash received by the Plan from other participants (and not out of cash
provided by HEI), and (ii) are based on the then current market price per
share. In no event will HEI contribute cash to the Plan for the purpose of
purchasing shares of (or fractional share interests in) Common Stock.
The Plan also allows a participant to request that whole
shares credited to his or her account be sold and that the net cash proceeds of
the sale be distributed from the Plan in lieu of shares. In such a case, a
cash adjustment for any fractional share interest in the participant's account
will be made as described above.
A. Optional Cash Purchase
Under the Internal Revenue Code of 1986, as amended (the
"Code"), the federal income tax consequences to a participant in the optional
payment aspect of the Plan will depend upon whether the shares of Common Stock
are purchased directly from HEI or on the open market.
If the shares are purchased directly from HEI, the participant
will not realize any taxable income or loss upon such purchase. The shares
of Common Stock so purchased will have a tax basis equal to the amount of
the optional cash payment. Code Section 1012. The holding period for such
shares will
<PAGE> 3
Hawaiian Electric Industries, Inc.
Page 3
begin on the day following the date of purchase. Rev. Rul. 70-598, 1970-2 C.B.
168.
If the shares of Common Stock are purchased on the open
market, Internal Revenue Service rulings indicate that the participant will be
deemed to have received a dividend distribution on the date of such purchase.
See Gen. Couns. Mem. 39,482 (Nov. 6, 1985). The amount of the dividend will
equal the participant's pro rata share of the brokerage commissions incurred in
connection with the purchase and paid by HEI. Id. Shares of Common Stock
purchased on the open market will have a tax basis equal to the sum of (i) the
amount of the optional cash payment of the participant, and (ii) the amount of
any brokerage commissions paid by HEI and taxed to the participant as dividend
income. See, e.g., Rev. Rul. 78-375, 1978-2 C.B. 130. The holding period for
such shares will begin no later than the day after the date such shares are
credited to the participant's account in the Plan.
B. Reinvested Dividends
Section 301(a) of the Code provides that a distribution of
property made by a corporation to a shareholder with respect to its stock shall
be included in the gross income of the shareholder to the extent the amount
distributed is treated as a dividend under Section 316 of the Code. For
purposes of Section 301(a), the term "property" means money, securities and any
other property, except that such term does not include stock in the corporation
making the distribution (or rights to acquire such stock). Code Section 317(a).
Section 305(a) of the Code provides that, with certain
exceptions, gross income does not include the amount of any distribution of the
stock of a corporation by such corporation to its shareholders with respect to
such stock. However, Section 305(b)(1) of the Code provides that Section
305(a) will not apply, and the distribution will be treated as a dividend
distribution to which Section 301 of the Code applies, if the distribution is,
at the election of any shareholder (whether exercised before or after the
declaration), payable either in the stock of the distributing corporation or in
property. See Treas. Reg. Section 1.305-2(a).
As noted, the Plan allows holders of Preferred Stock to
reinvest dividends on such stock in shares of Common Stock. In this situation,
the corporation that issued the Preferred
<PAGE> 4
Hawaiian Electric Industries, Inc.
Page 4
Stock (i.e., the electric utility subsidiary of HEI) is distributing only cash
dividends, and certain participating shareholders are electing to use the cash
dividends distributed to them to purchase shares of Common Stock either from
HEI or on the open market. See Rev. Rul. 77-149, 1977-1 C.B. 82. Accordingly,
the cash dividend distribution is treated as a distribution of property to
which Section 301 of the Code applies. Section 305 of the Code is not
applicable to the transaction because the subsidiary paying the dividend is not
distributing any of its own stock. Id.
With respect to the reinvestment of dividends paid on Common
Stock in additional shares of Common Stock, the transaction is properly treated
as a distribution by HEI payable either in stock or in cash within the meaning
of Section 305(b)(1) of the Code. See, e.g., Rev. Rul. 79-42, 1979-1 C.B. 130;
Rev. Rul. 78-375, 1978-2 C.B. 130; Rev. Rul. 77-149, 1977-1 C.B. 82; Rev. Rul.
76-53, 1976-1 C.B. 87. Accordingly, all such distributions (whether paid in
cash or in stock) will be treated as dividend distributions taxable under
Section 301 of the Code. Id.
The amount of the dividend distribution to a participating
holder of Preferred Stock will be the amount of the cash dividend paid on the
Preferred Stock by the HEI subsidiary. Code Section 301(b)(1). The amount of
the dividend distribution to a participating holder of Common Stock (including
a participating corporate shareholder) will be the fair market value of the
Common Stock received on the date of the distribution. Treas. Reg.
Section 1.305-1(b); Rev. Rul. 76-53, supra. In addition, Internal Revenue
Service rulings indicate that brokerage commissions incurred in connection
with open market purchases on behalf of participants, but not paid by
such participants, constitute dividend income to the participants. See Gen.
Couns. Mem. 39,482, supra. Thus, the full amount of the reinvested dividend,
together with any brokerage commissions paid by HEI, will be dividend income to
holders of both Common Stock and Preferred Stock. Id. The amount of the
distribution to nonparticipating shareholders under Section 301 of the Code
will be the amount of cash received by such shareholders. Rev. Rul. 76-53,
supra.
Under currently effective law and subject to certain
limitations contained in Sections 246 and 246A of the Code, the full amount of
dividend income received by a corporate shareholder will be eligible for a
dividends-received deduction of
<PAGE> 5
Hawaiian Electric Industries, Inc.
Page 5
70% (or 80% in the case of a corporate shareholder which owns 20% or more (by
vote and value) of the stock of the corporation paying the dividend). Code
Section 243. No corresponding deduction exists for individual shareholders.
The tax basis of shares of Common Stock that are purchased with
reinvested dividends will be equal to the sum of (i) the amount of the
reinvested dividend (measured by the amount of the cash dividend received on
shares of Preferred Stock and/or the fair market value of the shares received
in respect of Common Stock on the dividend payment date, as applicable), and
(ii) the amount of any brokerage commissions paid by HEI and taxed as dividend
income to the participant. Code Section 301(d); Treas. Reg. Sections
1.30-1(h)(1), (2)(i); Rev. Rul. 78-375, supra. The holding period for shares
that are purchased with reinvested dividends on Common Stock will begin on the
day following the date of distribution. See Rev. Rul. 76-53, supra. The
holding period for shares that are purchased with reinvested dividends on
Preferred Stock will begin on the day following the date of purchase. See
Rev. Rul. 70-598, supra. In the event shares are purchased on the open
market, the holding period for such shares will begin no later than the day
after the date such shares are credited to participants' accounts under the
Plan.
C. Withdrawal of Shares
A participant will not realize any taxable income upon receipt
of certificates for whole shares credited to his or her account upon withdrawal
from the Plan. Rev. Rul. 76-53, supra. However, upon withdrawal from or
termination of the Plan, a participant who receives a cash adjustment, either
for a fraction of a share credited to his or her account or for a cash payment
in lieu of shares, may recognize gain or loss with respect to such cash
payment. Code Section 1001. The amount of such gain or loss will be the
difference between the amount the participant receives and the participant's
tax basis for the shares (or fractional share) to which the cash payment
relates. Id.
A participant also will recognize gain or loss when shares of Common
Stock are sold on behalf of the participant upon a participant's withdrawal
from the Plan, or when the participant sells the shares after his or her
withdrawal from the Plan. Code Section 1001. The amount of such gain or loss
will be
<PAGE> 6
Hawaiian Electric Industries, Inc.
Page 6
the difference between the amount the participant receives for the shares and
the participant's tax basis in such shares. Id.
Any gain or loss on the sale of shares of Common Stock
generally will be treated as a long-term capital gain or loss if the shares
have been held by the participant as a capital asset and the holding period for
such shares is more than twelve (12) months. Code Sections 1201, 1202, 1221.
Under currently effective law, the maximum tax rate imposed on individuals
receiving long-term capital gains is 28 percent (as opposed to 39.6 percent
maximum tax rate of ordinary income). Code Section 1(h). For corporate
participants, no difference currently exists in the long-term capital gains
and ordinary income tax rates. Code Sections 11, 1201(a). Additionally,
characterization of income as long-term capital gains remains significant
because this type of income can be fully offset by capital losses. Code
Section 1222. The maximum amount of ordinary income which can be offset by
capital losses in any year is currently $3,000 for individual taxpayers.
Code Section 1211(b). There is currently no such offset against ordinary
income available for corporations. Code Section 1211(a).
Very truly yours,
GOODSILL ANDERSON QUINN & STIFEL
/s/ Lant A. Johnson
Lant A. Johnson
LAJ/bjd
<PAGE> 1
[Letterhead of KPMG Peat Marwick LLP]
The Board of Directors
Hawaiian Electric Industries, Inc.
We consent to incorporation by reference in the Registration Statement on Form
S-3 of Hawaiian Electric Industries, Inc. of our report dated February 11,
1994, relating to the consolidated balance sheets of Hawaiian Electric
Industries, Inc. and subsidiaries as of December 31, 1993 and 1992, and the
related consolidated statements of income, retained earnings and cash flows for
each of the years in the three-year period ended December 31, 1993, which
report is incorporated by reference in the 1993 annual report on Form 10-K of
Hawaiian Electric Industries, Inc. We also consent to incorporation by
reference of our report dated February 11, 1994 relating to the financial
statement schedules of Hawaiian Electric Industries, Inc. in the aforementioned
1993 annual report on Form 10-K, which report is included in said Form 10-K,
and to the reference to our Firm under the heading "Experts" in the Prospectus.
/s/ KPMG Peat Marwick LLP
Honolulu, Hawaii
November 22, 1994
EXHIBIT 23(a)
<PAGE> 1
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS that the undersigned,
HAWAIIAN ELECTRIC INDUSTRIES, INC., a Hawaii corporation, and the officers and
directors of said corporation whose names are signed hereto, hereby constitute
and appoint ROBERT F. CLARKE, ROBERT F. MOUGEOT, CONSTANCE H. LAU, DAVID J.
REBER and GREGORY R. KIM of Honolulu, Hawaii, and each of them, with full power
of substitution in the premises (with full power to each of them to act alone),
their true and lawful attorneys and agents, and in its and their name, place
and stead, to do any and all acts and things and to execute any and all
instruments and documents which said attorneys and agents or any of them may
deem necessary or advisable to enable Hawaiian Electric Industries, Inc. to
comply with the Securities Act of 1933, as amended (the "Securities Act"), and
any rules, regulations or requirements of the Securities and Exchange
Commission in respect thereof, in connection with:
(i) the registration under said Act of up to an additional
3,000,000 shares of Common Stock without par value of Hawaiian
Electric Industries, Inc. for issuance pursuant to the Hawaiian
Electric Industries, Inc. Dividend Reinvestment and Stock Purchase
(the "Plan"), and to include in such registration statement pursuant
to Rule 429 promulgated under the Securities Act a combined
EXHIBIT 24
<PAGE> 2
prospectus covering such 3,000,000 shares of Common Stock plus the
shares of Common Stock registered but not yet sold pursuant to
Registration Statement No. 33-52520, including specifically but
without limiting the generality of the foregoing, power and authority
to sign the name of Hawaiian Electric Industries, Inc. and the names
of the undersigned officers and directors thereof, in the capacities
indicated below, to the registration statement to be filed with the
Securities and Exchange Commission in respect of the aforementioned
securities, to any and all amendments (including pre- and post-
effective amendments) and supplements to said registration statement
(including specifically and without limiting the generality of the
foregoing, any amendment or amendments changing the amount of shares
for which registration is being sought) and to any instruments or
documents filed as a part of or in connection with said registration
statement or amendments or supplements thereto, and each of the
undersigned hereby ratifies and confirms all of the aforesaid that
said attorneys and agents or any of them shall do or cause to be done
by virtue hereof; and
(ii) the current registration under said Act of up to
3,000,000 shares of the Common Stock of Hawaiian Electric Industries,
Inc. for issuance pursuant to the Plan (Regis. No. 33-52520),
including specifically but without limiting
2
<PAGE> 3
the generality of the foregoing, power and authority to sign the name
of Hawaiian Electric Industries, Inc. and the names of the undersigned
officers and directors thereof, in the capacities indicated below, to
any and all post-effective amendments and supplements to said
registration statement (including specifically and without limiting
the generality of the foregoing, any amendment or amendments changing
the amount of shares for which registration is being sought) and to
any instruments or documents filed as a part of or in connection with
said registration statement or amendments or supplements thereto
and/or which operate pursuant to Rule 429 to amend said registration
statement or amendments or supplements thereto, and each of the
undersigned hereby ratifies and confirms all of the aforesaid that
said attorneys and agents or any of them shall do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, Hawaiian Electric Industries, Inc. has caused this
Power of Attorney to be executed in its name by its President and its Financial
Vice President and attested by its Secretary, and the undersigned officers and
directors of Hawaiian Electric Industries, Inc. have hereunto set their hands,
as of the 20th day of September, 1994. This Power of Attorney may be executed
in any number of counterparts by
3
<PAGE> 4
the corporation and by any one or more of the officers and directors named
below.
<TABLE>
<S> <C>
ATTEST: HAWAIIAN ELECTRIC INDUSTRIES, INC.
/s/ Betty Ann M. Splinter By /s/ Robert F. Clarke
- --------------------------- -------------------------------
Betty Ann M. Splinter Robert F. Clarke
Secretary President and Principal
Executive Officer
By /s/ Robert F. Mougeot
---------------------------------------
Robert F. Mougeot
Financial Vice President
and Principal Financial Officer
/s/ Robert F. Clarke President, Principal Executive
- ---------------------------------- Officer and Director
Robert F. Clarke
/s/ Robert F. Mougeot Financial Vice President and
- ---------------------------------- Principal Financial Officer
Robert F. Mougeot
/s/ Curtis Y. Harada Controller and Principal
- ---------------------------------- Accounting Officer
Curtis Y. Harada
/s/ Edwin L. Carter Director
- ----------------------------------
Edwin L. Carter
/s/ John D. Field Director
- ----------------------------------
John D. Field
/s/ Richard Henderson Director
- ----------------------------------
Richard Henderson
/s/ Ben F. Kaito Director
- ----------------------------------
Ben F. Kaito
/s/ Victor Hao Li Director
- ----------------------------------
Victor Hao Li
</TABLE>
4
<PAGE> 5
<TABLE>
<S> <C>
Director
- ----------------------------------
Bill D. Mills
Director
- ----------------------------------
A. Maurice Myers
/s/ Ruth M. Ono Director
- ----------------------------------
Ruth M. Ono
/s/ Diane J. Plotts Director
- ----------------------------------
Diane J. Plotts
Director
- ----------------------------------
Kelvin H. Taketa
Director
- ----------------------------------
Oswald K. Stender
/s/ Jeffrey N. Watanabe Director
- ----------------------------------
Jeffrey N. Watanabe
/s/ Harwood D. Williamson Director
- ----------------------------------
Harwood D. Williamson
</TABLE>
5
