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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 29, 1995
REGISTRATION NO. 33-56561
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
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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)
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COPY TO:
DAVID J. REBER, ESQ.
GOODSILL ANDERSON QUINN & STIFEL
P.O. BOX 3196
HONOLULU, HAWAII 96801
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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/
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PROSPECTUS
(LOGO) HAWAIIAN ELECTRIC INDUSTRIES, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
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2,500,000 SHARES OF COMMON STOCK
(WITHOUT PAR VALUE)
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Hawaiian Electric Industries, Inc. (the "Company") is offering a convenient
method of purchasing additional shares of the Company's Common Stock pursuant to
the Hawaiian Electric Industries, Inc. Dividend Reinvestment and Stock Purchase
Plan (the "Plan") with dividends paid on the Company's common stock ("Common
Stock"), with dividends paid on the preferred stock ("Preferred Stock") of its
electric utility subsidiaries, and with optional cash payments. Any person or
entity, whether or not a holder of Common Stock or Preferred Stock, is eligible
to join the Plan, subject to applicable laws and regulations and the
requirements of the Plan. The Company's electric utility subsidiaries are
Hawaiian Electric Company, Inc. and its subsidiaries Maui Electric Company,
Limited and Hawaii Electric Light Company, Inc.
Participants in the Plan may:
- Reinvest all or a portion of cash dividends on Common Stock or Preferred
Stock registered in their names or in their Plan accounts.
- Purchase Common Stock with an initial cash payment of at least $100.
- Make additional optional purchases of Common Stock of at least $25 up to a
maximum of $100,000 per calendar year, including any initial purchase.
- Receive, upon written request, certificates for whole shares of Common
Stock credited to their Plan accounts.
- Deposit certificates representing Common Stock into the Plan for
safekeeping.
- Sell shares of Common Stock credited to their Plan accounts through the
Plan.
Shares of Common Stock will, at the option of the Company, be newly issued
shares purchased from the Company or shares purchased on the open market or a
combination of both. Purchases on the open market will be effected through an
independent agent appointed by the Company. The Common Stock is listed on the
New York and Pacific Stock Exchanges. The closing price of the Common Stock on
November 28, 1995 on the New York Stock Exchange was $38 1/8.
The purchase price of newly issued shares of Common Stock purchased under
the Plan will be the average of the high and low sales prices for Common Stock
on the composite tape for stocks listed on the New York Stock Exchange on the
business day prior to the purchase. The purchase price of Common Stock purchased
on the open market will be the weighted average price per share of the aggregate
number of shares purchased during the applicable investment period. The Company
pays the costs of administration of the Plan, except that Plan participants bear
the cost of brokerage fees, service charges and taxes incurred upon disposition
of shares, and, commencing January 1, 1996, the Company will charge participants
who reinvest Common Stock or Preferred Stock dividends a fee of $0.50 per
quarter (subject to change with prior notice) to defray in part the
administrative costs of the Plan incurred by the Company. (See Question 10.)
To the extent required by applicable law in certain jurisdictions, shares of
Common Stock offered under the Plan to persons not presently record holders of
Common Stock may be offered only through a registered broker/dealer in such
jurisdictions.
This Prospectus relates to shares of Common Stock available for purchase
under the Plan, and describes the Plan as amended to date. Please retain it 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.
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THE DATE OF THIS PROSPECTUS IS DECEMBER , 1995.
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AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement 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 450
Fifth Street, N.W., Washington, D.C. 20549 or at the Regional Offices of the
Commission located at 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511 and 7 World Trade Center, Suite 1300, 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, 1994; (2)
The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31,
1995, June 30, 1995 and September 30, 1995; (3) 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 (4) 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., acquired in 1988, was the fourth largest
financial institution in Hawaii based on total assets of $3.2 billion, and the
third largest financial institution based on deposits of $2.2 billion, at June
30, 1995. 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 and currently have no plans to invest in new projects.
HEI Investment Corp. was formed in 1984 to make long-term, passive, financial
investments and currently plans no new investments. HEI Power Corp. was formed
in 1995 to pursue independent power projects in Asia and the Pacific and will
also pursue energy conservation projects in Hawaii and the Pacific.
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 any other individual of legal age and any entity
("Non-holder"), with a convenient method of buying Common Stock using their cash
dividends and/or making optional cash purchases.
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. (See Question 9.)
--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 Questions 18 and 19.)
--Any individual of legal age or entity may join the Plan by making a
minimum initial cash investment of $100 (maximum of $100,000). (See Questions 6
and 7.)
--No brokerage commissions are paid by participants in connection with
purchases under the Plan, but such commissions are paid on all sales under the
Plan. (See Question 10.)
--A participant may have the Administrator sell all or any of his or her
Plan shares, subject to certain charges. (See Questions 10 and 32-36.)
--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 Question 14.)
--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 Question 23.)
--No interest is paid on reinvested dividends or optional cash payments
received by the Plan. (See Question 15.)
--Each participant will receive periodic statements of account. (See
Questions 20 and 21.)
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ADMINISTRATION OF THE PLAN
3. Who administers the Plan?
The administrator of the Plan (the "Administrator") keeps records, sends
periodic statements to participants and performs other clerical and
administrative duties relating to the Plan. The Stock Transfer Division of the
Company presently serves as the Administrator.
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 holds 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?
Any person or entity, whether or not a holder of Common Stock or Preferred
Stock, is eligible to join the Plan, provided that (i) such person or entity
fulfills the prerequisites for participation described under Question 7, and
(ii) participation would not violate securities or other laws of the state,
territory or country where the participant resides that are applicable to the
Company, the Plan or the participant. 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), if the owner would like such shares to participate in
the Plan, must first either have the shares transferred into such beneficial
owner's name or, in the case of Common Stock only, to the Trustee for
safekeeping. The Company reserves the right to restrict participation in the
Plan if it believes that such participation may be contrary to the general
intent of the Plan or in violation of applicable law.
7. How do I enroll?
Current participants will automatically be participants in the Plan as
amended to date, and need do nothing to continue their participation.
After receiving a copy of this Prospectus, eligible applicants may join the
Plan by completing and signing a "Shareholder Authorization Form" (for holders
of Common Stock or Preferred Stock) or a "Non-holder Enrollment Form" (for
Non-holders). Holders of Common Stock or Preferred Stock may elect in the Form
to have dividends reinvested in whole or in part, to make an initial cash
investment or to make optional cash investments only. If a participant signs a
Shareholder
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Authorization Form, dividends on all shares of Common Stock and Preferred Stock
registered in the participant's name will be reinvested under the Plan, unless
the participant elects to receive dividends in whole or in part on the Form. If
such a holder does not select an option, all dividends on Common Stock and
Preferred Stock in such holder's name, and on Common Stock held under the Plan
for the holder, will be reinvested in shares of Common Stock pursuant to the
Plan. The execution of a Non-holder Enrollment Form will result in the
reinvestment of all dividends held under the Plan for the participant, unless
the participant submits a Shareholder Authorization Form and selects a different
investment option in that Form. Non-holders must make an initial cash investment
of not less that $100 and not more than $100,000.
Participants may change any of the designations in a Form by signing a new
form and submitting it to the Administrator. Any election to reinvest dividends
or to change any option with respect thereto will be effective on the next
record date after the Administrator receives the new form.
8. Where can I get Shareholder Authorization Forms and Non-holder
Enrollment Forms?
The Forms may be obtained from the Administrator at the address or by
calling the telephone number noted under Question 4.
9. What investment options are available to participants?
Each participant must elect one of the following investment options:
FULL DIVIDEND REINVESTMENT -- Participant automatically reinvests cash
dividends on all shares of Common Stock and Preferred Stock.
PARTIAL DIVIDEND REINVESTMENT -- Participant specifies the number of shares
of Common Stock, and the number and class and series of shares of Preferred
Stock, as to which the participant wishes to receive cash dividends, and
automatically reinvests the remainder of the cash dividends.
OPTIONAL CASH INVESTMENTS ONLY/NO DIVIDEND REINVESTMENT -- Participant
receives cash dividends on all shares of Common Stock and Preferred Stock.
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 Non-holder) and a maximum of $100,000 per calendar year (including the initial
investment) towards the purchase of additional shares of Common Stock. (See
Questions 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?
Under the Plan, the Company may charge participants fees to recover up to
the actual administrative costs of the Plan. Commencing January 1, 1996, to
defray in part the costs the Company incurs in administering the Plan, the
Company will charge each participant who reinvests Common Stock or Preferred
Stock dividends an administrative fee of $0.50 per quarter. This fee will
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not apply to participants who do not reinvest dividends. The Company reserves
the right at any time to change this fee or to charge participants (including
those who do not reinvest dividends) other fees, including but not limited to
administrative, setup and handling fees. Notices of such future changes or
additional fees will be sent to participants at least 60 days prior to their
effective date. Participants also bear the cost of brokerage commissions,
related service charges and any applicable taxes incurred on all sales of Common
Stock through the Plan. (See Question 35.)
PURCHASES UNDER THE PLAN
11. What is the source of shares purchased under the Plan?
Common Stock will be obtained through purchases of newly-issued shares from
the Company, through open market purchases of shares or through a combination of
both methods. The Company will not change the method of acquiring shares of
Common Stock more than once in any three-month period.
12. How will open market purchases of Common Stock be made under the Plan?
Open market purchases of Common Stock will be made through an independent
agent selected by the Company (the "Broker"). The Company will not control or
influence the prices or timing of open market purchases made by the Broker, the
amount of shares to be purchased (other than specifying the aggregate dollar
amount to be invested), the manner of purchase of shares or the selection of a
broker or dealer (other than the Broker) through which purchases will be made.
13. What will be the price of shares of Common Stock purchased under the
Plan?
The price of newly-issued shares purchased 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) 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 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.
14. How many shares of Common Stock will be purchased by the Plan?
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, less any deducted administrative fees, 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?
Newly-issued shares will be purchased from the Company on the applicable
Investment Date and shares acquired on the open market will be purchased during
an investment period commenc-
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ing on the applicable Investment Date and ending thirty (30) days thereafter
(each, an "Investment Period"). Dividends not invested in shares of Common Stock
within 30 days of the dividend payment date, optional cash payments not invested
in shares of Common Stock within 35 days of receipt, and any funds not invested
within an Investment Period, will be promptly returned, without interest, to the
participant. Funds to be invested during any Investment Period will be invested
to the extent possible before funds from any subsequent Investment Period are
invested, and funds related to different Investment Periods will not be pooled
for purposes of computing per share prices.
Investment Dates for optional cash payments shall occur twice a month on
the 15th and 30th days of each month (except that the Investment Date for
February will be the last day of the month). Investment Dates for Common Stock
dividends and Preferred Stock dividends shall be the dividend payment date. The
dividend payment date for Common Stock dividends is normally expected to be the
10th day of March, June, September and December each year, and for Preferred
Stock is normally expected to be the 15th day of January, April, July and
October each year. If an Investment Date would not be a business day based on
the foregoing, the Investment Date will be the next succeeding business day.
If the Broker is unable to invest all cash dividends or optional cash
payments in shares of Common Stock on the open market, the Company may issue
shares to make up the difference. If the Company does so, the shares purchased
by the Broker shall be allocated to participants on a pro rata basis.
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 CASH DIVIDENDS OR OPTIONAL
CASH PAYMENTS PRIOR TO OR AFTER THEIR INVESTMENT IN COMMON STOCK OR IF FOR ANY
REASON SUCH DIVIDENDS AND PAYMENTS ARE NOT SO INVESTED. ANY INTEREST EARNED ON
DIVIDENDS OR OPTIONAL CASH PAYMENTS WILL BE THE PROPERTY OF THE COMPANY.
DIVIDEND REINVESTMENT
16. How does the dividend reinvestment feature of the Plan work?
Cash dividends to be reinvested will remain with the Company if reinvested
on the dividend payment date in shares newly issued by the Company. To the
extent shares will not be so purchased on the dividend payment date or are to be
purchased by the Plan on the open market, cash dividends will be delivered to an
escrow account or to the Broker pending investment 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. The amount of any United States income tax withholding and any
administrative fees will be deducted from the amount of dividends on Common
Stock and/or Preferred Stock to determine the amount of dividends to reinvest.
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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?
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 Non-holder upon enrollment in the
Plan). In the case of Non-holders, the initial cash investment with the
Non-holder Enrollment Form must be at least $100.
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. Optional cash payments must not be included in remittances for
payment of utility service billings.
If a participant wishes to make one cash payment of the same amount each
month, the participant may use the Plan's automatic debit option. This allows a
participant to make one cash payment 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 to accompany optional cash payments, and to authorize such
automatic deduction of optional cash payments, may be obtained from the
Administrator at the address noted under Question 4.
All dividends (unless invested on the dividend payment date in newly issued
shares of Common Stock) and optional cash payments will be promptly forwarded to
a segregated escrow account or to the Broker to be held for the benefit of the
participants pending investment in shares of Common Stock. Any interest earned
on such funds prior to their investment is the property of the Company.
19. When must optional cash payments be received?
Optional cash payments must be received by the Administrator at least 5
days before the applicable Investment Date in order to be invested on or
commencing on that Investment Date. (See Question 15.)
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.
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21. What kind of reports will be sent to participants in the Plan?
Participants will receive quarterly statements of account. Monthly
statements will also be sent to participants who have made optional cash
payments or have had other activity in the account since the last quarterly
statement. EACH YEAR, THE STATEMENT REPORTING ON DIVIDENDS PAID AND OPTIONAL
CASH PAYMENTS RECEIVED 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, participants will receive copies of the same
communications sent to other holders of Common Stock, including the Company's
annual report, 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 a participant withdraws shares from the Plan or terminates
participation in the Plan (See Questions 24-31), certificates for shares of
Common Stock purchased under the Plan will not be issued to participants.
Instead, shares of Common Stock will be registered in the name of the Trustee as
agent for participants in the Plan.
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 unless the shares are withdrawn by or distributed to the participant
upon termination. (See Question 22.) 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.
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 by written notification to the
Administrator. Any notice of termination received after a dividend record date
will be processed as soon as practicable after the dividends payable on the
record date have been paid and reinvested 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 10 business days after receipt of the notice (or the reinvestment of
dividends if the notice is received between the dividend record and payment
dates), certificates for shares of Common Stock will be issued to the
participant and a cash payment will be made for any fractional share. If a
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participant's account has less than 10 shares, the Company may elect to issue a
cash payment for all the shares. The purchase price for purposes of such cash
payments will be the average of the high and low sales prices for 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 on which Common Stock is traded.
In no case will fractional shares be issued.
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 so
notify the Administrator in writing and specify the whole number of shares to be
withdrawn.
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
between the dividend record and payment dates will not be effective until after
the dividends have been paid and reinvested in accordance with the Plan.
29. How soon after notice of withdrawal of shares is given will the
participant receive certificates for shares?
Certificates for shares will be issued within 10 business days after
receipt of the notice (or after the reinvestment of dividends if the notice is
received between the dividend record and payment dates). 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 under Question 24;
otherwise such shares will no longer participate in the Plan.
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 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 under Question 4.
11
<PAGE> 13
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?
No. 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 Question 31.)
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. The participant must submit a request to 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.
34. If a participant requests a distribution of cash in lieu of
certificates for shares, when will the Common Stock be sold?
Generally within the same period of time that would be required if shares
rather than cash were to be distributed. (See Questions 25 and 29).
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, any withholding required under applicable tax laws and a $10.00
service fee for the handling of each such request, will be sent to the
participant at the end of the settlement period.
36. What happens if a participant sells or transfers all of the shares
registered in the participant's name?
Until the shares are withdrawn from the Plan or the participant terminates
participation in the Plan, such shares will continue to participate in the Plan
and dividends thereon will continue to be reinvested in accordance with the
participant's instructions.
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?
Participants will be sent notices of meetings, proxy statements and proxy
forms for each shareholders' meeting. Shares registered in a participant's name
will be voted directly by the participant. Shares held by the Trustee for a
participant will be voted in accordance with the participant's instructions on a
proxy form duly signed by the participant. In the absence of such instructions,
the Trustee will be deemed instructed to vote shares the same way the
participant votes shares registered in the participant's name. In the absence of
any such instructions, the Trustee will vote shares in the same proportion as it
votes shares as to which it has received instructions from other participants.
12
<PAGE> 14
38. What arrangements will be made in the event of the commencement 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 the tender offer and 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 make appropriate and proportionate adjustments to the
number or kind of securities registered with the Commission if there is a
decrease in the number of outstanding shares of Common Stock, an exchange of
such shares or a distribution with respect to such shares as a result of any
merger, recapitalization, stock dividend, stock split, reverse stock split or
other distribution. Any such adjustment will be subject to federal and state
securities laws requirements.
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.
LIMITATION OF LIABILITY
42. What limitations of liability exist 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 the market
value of shares.
13
<PAGE> 15
PARTICIPANTS SHOULD RECOGNIZE THAT NEITHER THE COMPANY, THE ADMINISTRATOR,
THE BROKER NOR THE TRUSTEE CAN ASSURE THEM OF A PROFIT OR PROTECT THEM AGAINST A
LOSS ON SHARES PURCHASED FOR THEIR ACCOUNT UNDER THE PLAN.
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. IN ADDITION, THERE MAY BE FOREIGN, STATE AND LOCAL
LAWS APPLICABLE TO PARTICIPATION IN THE PLAN. SINCE INDIVIDUAL TAX SITUATIONS
MAY VARY, AND SINCE PROVISIONS OF THE CODE AND OTHER TAX LAWS MAY BE MODIFIED BY
SUBSEQUENT AMENDMENTS, PARTICIPANTS SHOULD CONSULT WITH THEIR OWN TAX ADVISORS
FOR ADVICE ON APPLICABLE FEDERAL, FOREIGN, STATE AND LOCAL TAX CONSEQUENCES OF
THEIR PARTICIPATION IN THE PLAN.
A participant will be required to include in income for federal income tax
purposes Common Stock dividends whether cash is received or such amount is
applied to the purchase of shares (or to payment of administrative costs of the
Plan). In addition, to the extent shares are purchased on the open market with
optional cash payments or reinvested dividends, a participant may be deemed to
have received a dividend distribution on the date of purchase in the amount of
the participant's pro rata share of the brokerage commissions paid by the
Company.
A participant's tax basis for shares of Common Stock purchased pursuant to
the Plan will be equal to the amount of reinvested dividends or optional cash
payments used to purchase such shares and the amount of brokerage commissions
paid by the Company and taxed as a dividend to the participant. A participant's
holding period for shares purchased with optional cash payments or Preferred
Stock dividends will begin on the date after the shares are purchased. A
participant's holding period for shares purchased with Common Stock dividends
will begin on the date following the date of distribution of the dividends. In
the event shares are purchased on the open market, the holding period for the
shares will begin no later than the day after the date such shares are credited
to the participant's account.
A participant will not realize any taxable income upon receipt of
certificates for shares credited to the participant's account. Gain or loss will
be recognized when the shares of Common Stock from the participant's account are
sold pursuant to the terms of the Plan.
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.
14
<PAGE> 16
USE OF PROCEEDS
It is anticipated that the Common Stock offered hereby will be sold by the
Company over a period of approximately two 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.
PLAN OF DISTRIBUTION
The Company may from time to time inform the general public about the Plan
through announcements, newspaper advertisements, circulars, notices and investor
fairs. The Company may also from time to time inform those prospective
participants with whom the Company has a pre-existing, continuing relationship,
such as shareholders, customers and employees of the Company and its
subsidiaries, about the Plan by including information with other regular written
communications with them, such as billing statements, annual reports and payroll
stubs.
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, 1994 and 1993, and for each of the years in the
three-year period ended December 31, 1994, 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, 1994, 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.
The reports of KPMG Peat Marwick LLP covering the December 31, 1994
consolidated financial statements and schedules of HEI referred to changes in
the methods of accounting for income taxes and postretirement benefits other
than pensions.
15
<PAGE> 17
- ------------------------------------------------------
- ------------------------------------------------------
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......................... 8
Optional Cash Payments........................ 9
Account Records and Reports to Participants... 9
Registration of Shares........................ 10
Safekeeping of Shares......................... 10
Termination of Participation in the Plan...... 10
Withdrawal of Shares from the Plan............ 11
Sale and Other Transfer of Shares............. 12
Voting of Shares in the Plan; Tender Offers... 12
Stock Dividends and Stock Splits.............. 13
Adjustment of Number and Kind of Registered
Securities.................................. 13
Interpretation, Modification, Suspension or
Termination of the Plan..................... 13
Limitation of Liability....................... 13
Federal Income Tax Considerations............... 14
Use of Proceeds................................. 15
Plan of Distribution............................ 15
Validity of Common Stock........................ 15
Experts......................................... 15
------------------------
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.
- ------------------------------------------------------
- ------------------------------------------------------
</TABLE>
- ------------------------------------------------------
- ------------------------------------------------------
(LOGO) HAWAIIAN ELECTRIC INDUSTRIES, INC.
DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
DECEMBER , 1995
- ------------------------------------------------------
- ------------------------------------------------------
<PAGE> 18
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................................................ 18,000
Legal fees and expenses.......................................... 50,000
Accounting fees and expenses..................................... 10,000
Blue Sky fees and expenses....................................... 8,000
Other............................................................ 2,599
--------
Total.................................................. $115,000
========
</TABLE>
- ---------------
* All amounts other than SEC registration fee are estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The 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
II-1
<PAGE> 19
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.
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 Ex-
hibit 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
II-2
<PAGE> 20
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 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> 21
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 29th day
of November, 1995.
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 29, 1995
- -------------------------------------------- (Chief Executive
Robert F. Clarke Officer)
ROBERT F. MOUGEOT* Financial Vice November 29, 1995
- -------------------------------------------- President and Chief
Robert F. Mougeot Financial Officer
(Principal Financial
Officer)
CURTIS Y. HARADA* Controller (Principal November 29, 1995
- -------------------------------------------- Accounting Officer)
Curtis Y. Harada
EDWIN L. CARTER* Director November 29, 1995
- --------------------------------------------
Edwin L. Carter
JOHN D. FIELD* Director November 29, 1995
- --------------------------------------------
John D. Field
RICHARD HENDERSON* Director November 29, 1995
- --------------------------------------------
Richard Henderson
</TABLE>
II-4
<PAGE> 22
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
BEN F. KAITO* Director November 29, 1995
- ---------------------------------------------
Ben F. Kaito
VICTOR HAO LI* Director November 29, 1995
- ---------------------------------------------
Victor Hao Li
T. MICHAEL MAY* Director November 29, 1995
- ---------------------------------------------
T. Michael May
BILL D. MILLS* Director November 29, 1995
- ---------------------------------------------
Bill D. Mills
A. MAURICE MYERS* Director November 29, 1995
- ---------------------------------------------
A. Maurice Myers
RUTH M. ONO* Director November 29, 1995
- ---------------------------------------------
Ruth M. Ono
DIANE J. PLOTTS* Director November 29, 1995
- ---------------------------------------------
Diane J. Plotts
JAMES K. SCOTT* Director November 29, 1995
- ---------------------------------------------
James K. Scott
Director
- ---------------------------------------------
Oswald K. Stender
KELVIN H. TAKETA* Director November 29, 1995
- ---------------------------------------------
Kelvin H. Taketa
JEFFREY N. WATANABE* Director November 29, 1995
- ---------------------------------------------
Jeffrey N. Watanabe
*By /s/ ROBERT F. MOUGEOT
- ---------------------------------------------
Robert F. Mougeot
For himself and as Attorney-In-Fact for the
above mentioned officers and directors
</TABLE>
II-5
<PAGE> 23
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 29, 1995)
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) any other individual of legal age or any
entity, 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 clerical and ministerial 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.
The Company may charge each participant fees up to amounts
that are reasonably related to the actual administrative costs of the Plan, the
amounts, frequency and manner of payment of which shall be determined from time
to time by the President, Financial Vice President and Treasurer of the
Company, or any of them. Other than such fees and the fees provided for 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
EXHIBIT 4(d)
<PAGE> 2
compensation payable to the Broker (as defined in Section 6) for its services
in connection with such purchases.
Section 3. Eligibility and Enrollment
The following persons shall be eligible to participate in the
Plan (the "participants") in accordance with the following enrollment
procedures:
(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 of
all Common Stock and all classes and series of Preferred Stock registered in
the participant's name unless the participant indicates on the Form the number
and kind of shares on which the participant wishes to receive cash dividends.
If a participant does not select an option on the Shareholder Authorization
Form, all dividends for all shares of Common Stock and Preferred Stock held in
the participant's name, and on all shares held under the Plan for the
participant, will be reinvested. 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 other individual of legal age or entity shall be
eligible to participate in the Plan. In order to participate in the Plan, each
such individual or entity must complete and sign the Company's enrollment form
(the "Non-holder Enrollment Form") and return it to the Administrator along
with a check or money order made payable to
2
<PAGE> 3
HEI/Dividend Reinvestment and Stock Purchase Plan for an initial stock purchase
of not less than $100 and not more than $100,000. The execution of Non-holder
Enrollment Form will result in the reinvestment of all dividends held under the
Plan for the participant, unless the participant submits a Shareholder
Authorization Form and selects a different investment option in that Form.
(c) Each participant may, pursuant to the Shareholder
Authorization 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.
A participant may change such participant's investment option by following the
procedures under Section 3(a) 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 Non-holder 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.
(f) The Company reserves the right to restrict
participation in the Plan if it believes that such participation may be
contrary to the general intent of the Plan or in violation of applicable law.
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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 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. 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 non-holder
investors, 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 administration fees and 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 of
Common Stock under the Plan.
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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
non-holder investor upon enrollment in the Plan). Optional cash payments must
be received by the Administrator at least five (5) days before an Investment
Date (as defined below) in order to be invested on or commencing on that
Investment Date. The Administrator will send the participant a statement
recording receipt and transmittal of the total optional payments received for
the Investment Period.
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 an independent agent that is a registered
"broker-dealer" or "bank," as such terms are defined in Section 3(a)(6) of the
Securities Exchange Act of 1934 ("Broker"). Neither the Administrator nor the
Company, nor any affiliate thereof, shall exercise any direct or indirect
control or influence over the times when or the prices at which the Broker may
purchase the Company's Common Stock for the Plan, the amounts of shares to be
purchased (other than the aggregate dollar amount acquired by the Plan), the
manner in which the shares are to be purchased, or the selection of a broker or
dealer (other than the Broker itself) through which purchases may be executed.
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
three-month period. The method of acquiring shares will be determined only at
the direction of the Board of Directors or the Chief Financial Officer of the
Company. Any change to the method of acquiring shares must be based on a
recorded determination by the Board of Directors or the Chief Financial Officer
of the Company that the Company's
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<PAGE> 6
need to raise additional capital has changed, or that there is another valid
reason for such change.
All dividend payments (unless invested in shares of Common
Stock issued by the Company on the dividend payment date) and optional cash
payments will be transmitted to a segregated escrow account or to the Broker:
(1) if the funds are received before noon, by the opening of business on the
next business day following the day of receipt of funds, or (2) if the funds
are received at or after noon, by noon of the next business day following the
day of receipt of funds.
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. The
"Investment Dates" for optional cash payments shall be the 15th and 30th days
of each month (except that the Investment Date for February shall be the last
day of the month). The "Investment Date" for Common Stock dividends and for
Preferred Stock dividends shall be the applicable dividend payment date. If
any date for investment of dividends or optional cash payments as stated above
is not a business day, the "Investment Date" shall be 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 invested pursuant to the
Plan.
Shares purchased from the Company shall be purchased on the
applicable Investment Date. Shares purchased on the open market shall be
purchased during the period (each, an "Investment Period") commencing on each
applicable Investment Date and ending thirty (30) days thereafter; provided,
however, that optional cash payments not invested within 35 days of receipt,
and dividend payments not invested within 30 days of the dividend payment date,
shall be promptly returned, without interest, to the participants. In
addition, funds that are not invested during the applicable Investment Period
will be promptly returned, without interest, to the participants.
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 day of purchase
of the last share. The Broker will be instructed prior to the commencement of
each Investment Period regarding
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<PAGE> 7
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.
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
remain with the Company if reinvested on the dividend payment date in shares of
Common Stock purchased from the Company or will be delivered by the Company to
the escrow account or the Broker as described in Section 6 concurrently with
payment of cash dividends to nonparticipating shareholders. Optional cash
payments will be made by participants directly to the Administrator. The
Administrator will deliver or cause the Company to deliver funds to the escrow
account or the Broker as described in Section 6.
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 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
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<PAGE> 8
computing per share prices. Amounts to be invested in any Investment Period
will be invested to the extent possible 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.
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 report 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
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<PAGE> 9
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) the receipt of notice of termination and (b) reinvestment of
dividends as to participants whose notice of termination is received 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.
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
9
<PAGE> 10
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 a
Medallion signature guarantee, 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
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, any withholding required under
applicable tax laws 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
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<PAGE> 11
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.
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
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<PAGE> 12
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 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
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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.
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<PAGE> 1
[Letterhead of Goodsill Anderson Quinn & Stifel]
November 29, 1995
Hawaiian Electric Industries, Inc.
900 Richards Street
Honolulu, Hawaii 96813
Ladies and Gentlemen:
Hawaiian Electric Industries, Inc., a Hawaii corporation (the
"Company"), has filed Registration Statement on Form S-3 (Regis. No. 56561)
under the Securities Act of 1933, as amended by Post-Effective Amendment No. 1
(as amended, the "Registration Statement"), 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 29, 1995
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 other individual of legal age or entity.
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.
HEI will pay all costs of administration of the Plan, but may
charge participants fees to recover the actual administrative costs of the
Plan. At present, all costs of administration are paid by the Company.
Commencing January 1, 1996, the Company will charge each participant who
reinvests dividends an administrative fee of $0.50 per quarter, which will be
deducted from dividends before they are reinvested. The Company
EXHIBIT 8
<PAGE> 2
Hawaiian Electric Industries, Inc.
Page 2
reserves the right at any time to change such fees or to charge other fees,
including but not limited to administrative, setup and handling fees.
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 eligible
participants 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)
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 Purchases
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
<PAGE> 3
Hawaiian Electric Industries, Inc.
Page 3
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 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
<PAGE> 4
Hawaiian Electric Industries, Inc.
Page 4
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 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 plus the amount of any
administrative fee deducted from the participant's dividends before they are
reinvested. Treas. Reg. Section 1.305-1(b); Rev. Rul. 78-375, supra; 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
<PAGE> 5
Hawaiian Electric Industries, Inc.
Page 5
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 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 plus any administrative
fee deducted prior to the reinvestment, 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
<PAGE> 6
Hawaiian Electric Industries, Inc.
Page 6
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 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 (Regis.
No. 33-56561) on Form S-3 of Hawaiian Electric Industries, Inc. of our report
dated January 25, 1995, relating to the consolidated balance sheets of Hawaiian
Electric Industries, Inc. and subsidiaries as of December 31, 1994 and 1993,
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, 1994,
which report is incorporated by reference in the December 31, 1994 annual
report on Form 10-K of Hawaiian Electric Industries, Inc. We also consent to
incorporation by reference of our report dated January 25, 1995 relating to the
financial statement schedules of Hawaiian Electric Industries, Inc. in the
aforementioned December 31, 1994 annual report on Form 10-K, which report
appears in said Form 10-K, and to the reference to our Firm under the heading
"Experts" in the Prospectus.
Our reports dated January 25, 1995 refer to changes in the methods of
accounting for income taxes and postretirement benefits other than pension.
/s/ KPMG Peat Marwick LLP
Honolulu, Hawaii
November 29, 1995
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 the registration under the
Securities Act (Registration No. 33-56561) of an additional 2,500,000 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"), 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 any and
all amendments (including amendments) and supplements to said registration
EXHIBIT 24
<PAGE> 2
statement 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.
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 17th day of October, 1995. This Power of Attorney may
be executed in any number of counterparts by 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
</TABLE>
2
<PAGE> 3
<TABLE>
<S> <C>
/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
/s/ T. Michael May Director
- --------------------------------
T. Michael May
/s/ Bill D. Mills Director
- --------------------------------
Bill D. Mills
/s/ A. Maurice Myers Director
- --------------------------------
A. Maurice Myers
/s/ Ruth M. Ono Director
- --------------------------------
Ruth M. Ono
/s/ Diane J. Plotts Director
- --------------------------------
Diane J. Plotts
/s/ James K. Scott Director
- --------------------------------
James K. Scott
/s/ Kelvin H. Taketa Director
- --------------------------------
Kelvin H. Taketa
Director
- --------------------------------
Oswald K. Stender
/s/ Jeffrey N. Watanabe Director
- --------------------------------
Jeffrey N. Watanabe
</TABLE>
3
