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PROSPECTUS
This filing is made pursuant
to Rule 424(b)(3) under
the Securities Act of
1933 in connection with
Registration No. 33-56561
(LOGO)HAWAIIAN ELECTRIC INDUSTRIES, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
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3,047,501 SHARES OF COMMON STOCK
(WITHOUT PAR VALUE)
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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.
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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 13, 1994.
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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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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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-- 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.
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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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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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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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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.
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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.
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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.
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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.
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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.
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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.
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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
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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.
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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.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
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
Fees and Charges............................... 6
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
Validity of Common Stock......................... 18
Experts.......................................... 18
</TABLE>
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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 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.
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(LOGO)HAWAIIAN ELECTRIC INDUSTRIES, INC.
DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
DECEMBER 13, 1994
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