<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 22, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
HAWAIIAN ELECTRIC INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
HAWAII 99-0208097
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
900 RICHARDS STREET, HONOLULU, HAWAII 96813 (808) 543-5662
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
--------------
ROBERT F. MOUGEOT
900 RICHARDS STREET, HONOLULU, HAWAII 96813 (808) 543-7750
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
--------------
COPY TO:
DAVID J. REBER, ESQ.
GOODSILL ANDERSON QUINN & STIFEL
P.O. BOX 3196
HONOLULU, HAWAII 96801
--------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
As soon as practicable after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
--------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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- ----------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock (without par
value)......................... 2,000,000 Shares(1)(2) $39 1/32(3) $78,062,500(3) $23,029(2)
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Common Stock Rights............. (4) (4) (4) (4)
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</TABLE>
(1) This Registration Statement also covers an indeterminate number of shares
as may become issuable due to adjustments for changes resulting from stock
dividends, stock splits and similar changes.
(2) Pursuant to Rule 429 under the Securities Act of 1933, this Registration
Statement also relates to 596,857 shares of Common Stock of the Registrant
registered pursuant to Registration Statement No. 33-56561. A registration
fee of $6,303 relating to said 596,857 shares was paid at the time of the
filing of Registration No. 33-56561. The registration fee paid herewith
relates only to the 2,000,000 additional shares of Common Stock registered
pursuant hereto.
(3) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) based upon the average of the high and low prices
reported in the consolidated reporting system for the New York Stock
Exchange for January 20, 1998.
(4) Common Stock Rights are initially carried and traded with the Common Stock
of the Registrant. Value attributable to such rights, if any, is reflected
in the market price of the Common Stock.
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
constituting part of this Registration Statement also relates to 596,857
shares of Common Stock of the Registrant registered pursuant to the Securities
Act of 1933 in Registration Statement No. 33-56561.
--------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
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- -------------------------------------------------------------------------------
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED JANUARY 22, 1998
PROSPECTUS
[LOGO OF HAWAIIAN ELECTRIC INDUSTRIES]
HAWAIIAN ELECTRIC INDUSTRIES, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
----------
2,596,857 SHARES OF COMMON STOCK
(WITHOUT PAR VALUE)
----------
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 $250.
. Make additional optional purchases of Common Stock of at least $25 up to a
maximum of $120,000 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.
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 Stock
Exchange and Pacific Exchange. The Company is in the process of withdrawing the
listing of its Common Stock from the Pacific Exchange. The closing price of the
Common Stock on January 16, 1998 on the New York Stock Exchange was $39.
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
(adjusted for brokerage fees and commissions, any service charges and
applicable taxes) of the aggregate number of shares purchased during the
applicable investment period. Plan participants bear the cost of brokerage fees
and commissions, any related service charges and applicable taxes relating to
shares of Common Stock purchased or sold on the open market, and the Company
currently charges 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.
The Company reserves the right to charge fees to participants to recover up to
the actual costs of the Plan. (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 596,857 shares of Common Stock registered under
the Plan and unissued as of December 12, 1997, and to an additional 2,000,000
shares of the Company's authorized but unissued Common Stock, and describes the
Plan as amended to date. Please retain it for future reference.
----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
----------
The date of this Prospectus is February , 1998.
<PAGE>
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 following Regional
Offices of the Commission: Midwest Regional Office, Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511; and the Northeast
Regional Office, 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. If available, reports, proxy and information
statements and other information regarding registrants that file
electronically with the Commission, including those of the Company, may also
be accessed through the Commission's electronic gathering, analysis and
retrieval system ("EDGAR") via electronic means, including the Commission's
Web Site on the Internet (http://www.sec.gov). 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 Exchange, 301 Pine Street, San Francisco, California 94104, on which
Exchanges the Company's Common Stock is listed. The Company is in the process
of withdrawing the listing of its Common Stock from the Pacific Exchange.
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, 1996; (2)
The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31,
1997, June 30, 1997 and September 30, 1997; (3) The Company's Current Reports
on Form 8-K dated January 3, 1997, January 27, 1997, February 4, 1997,
February 26, 1997, March 10, 1997, March 27, 1997, May 26, 1997, May 30, 1997,
October 16, 1997 and December 6, 1997; (4) The description of the Common Stock
of the Company contained in the Registration Statement for such Common Stock
filed under Section 12 of the Exchange Act, and in past and future amendments
thereto and in those portions of periodic reports filed under the Exchange Act
for the purpose of updating such description, as such description was most
recently updated in the Company's Current Report on Form 8-K dated March 30,
1994 and the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997; (5) The description of the rights to purchase shares of
the Company's Series A Junior Participating Preferred Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission on
November 5, 1997; and (6) 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.
2
<PAGE>
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 Shareholder Services Division,
Hawaiian Electric Industries, Inc., P.O. Box 730, Honolulu, Hawaii 96808-0730,
telephone: (808) 532-5841.
3
<PAGE>
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, real estate development and other businesses,
primarily in the State of Hawaii, and in the pursuit of independent power
projects in Asia and the Pacific. HEI was incorporated under the laws of the
State of Hawaii in July 1981. As a result of a 1983 corporate reorganization,
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. ("ASB"), acquired in 1988, was the
third largest financial institution based on deposits of $2.2 billion, at June
30, 1997. Effective December 6, 1997, ASB acquired certain of Bank of America,
FSB ("BoA") assets (including Hawaii-based loans and cash) and assumed certain
BoA liabilities (primarily Hawaii deposits). The total purchase price amounted
to approximately $1.7 billion. Hawaiian Tug & Barge Corp., acquired in 1986,
provides ship assist and charter towing services and owns Young Brothers,
Limited, a regulated interisland cargo carrier of waterborne freight among the
Hawaiian Islands. Malama Pacific Corp., formed in 1985, and its subsidiaries
develop and invest in real estate 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.
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.
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.)
4
<PAGE>
--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
$120,000 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 $250 (maximum of $120,000). (See Questions
6 and 7.)
--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.)
--Certain participants will receive periodic statements of account. (See
Questions 20 and 21.)
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 Shareholder Services Division
of the Company presently serves as the Administrator. The Company believes
that the Shareholder Services Division's position as Administrator, as
compared to that of a registered broker-dealer or federally insured banking
institution, poses no additional material risks to participants. The Company
believes this because the Shareholder Services Division's duties are limited
to clerical and administrative tasks such as keeping records and sending
periodic statements, because the Company has an errors and omissions policy
which covers the Shareholder Services Division, and because the Company has
established an escrow with a bank to hold optional cash payments pending
investment pursuant to the Plan, thereby reducing the risk to participants.
(See Question 18.)
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"). Pacific Century Trust, a division
of Bank of Hawaii, currently serves as Trustee under the Plan. Should it
become necessary or desirable to replace Pacific Century Trust as Trustee, the
Company may appoint a successor Trustee.
5
<PAGE>
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.
A participant must maintain at least one whole share in the Plan to maintain a
Plan account.
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 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 than $250 and not more than $120,000.
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.
6
<PAGE>
Under any of the investment options, a participant may make optional cash
payments of a minimum of $25 (or a minimum of $250 for the initial investment
by a Non-holder) and a maximum of $120,000 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?
Participants in the Plan will bear the cost of brokerage fees and
commissions, any service charges and applicable taxes related to shares
purchased or sold on the open market. Brokerage fees and commissions will be
at competitive rates. Under the Plan, the Company may also charge participants
fees to recover up to the actual administrative costs of the Plan. To defray
in part the costs the Company incurs in administering the Plan, the Company
currently charges each participant who reinvests Common Stock or Preferred
Stock dividends an administrative fee of $0.50 per quarter. This fee does not
apply to participants who do not reinvest dividends. A service fee is also
charged in connection with the sale of shares through the Plan. (See Question
35.) The Company reserves the right at any time to change these fees 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 30 days prior to their effective date.
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 or through open market purchases of shares. 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 any broker or dealer 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 price of Common Stock purchased
on the open market will be the weighted average price per share (adjusted for
brokerage fees and commissions, any service charges and applicable taxes) of
the aggregate number of shares purchased during the applicable Investment
Period.
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 administrative fees and amounts required to be withheld for tax
purposes, divided by the purchase price of the shares (adjusted for brokerage
fees and commissions, any service charges and applicable taxes). Both whole
shares and fractional shares (computed to four decimal places) will be
credited by the Plan to the accounts of its participants.
7
<PAGE>
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 commencing 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 second Investment Date for
February will be the last day of the month). Investment Dates for Common Stock
dividends and Preferred Stock dividends shall be on the dividend payment date
or within three (3) business days prior to the dividend payment date (with
settlement in such case occurring on or after 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, but the actual dates could vary. 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 shares purchased by
the Broker shall be allocated to participants on a pro rata basis based,
first, on reinvested dividends and, if any shares are remaining, then based on
optional cash payments, and any remaining funds will be returned to
participants.
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 during the applicable Investment Period 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.
17. Will participants be credited with dividends on fractional shares?
Yes. Plan accounts will be credited on the payment dates with dividends on
whole shares and fractional shares of Common Stock held in participants'
accounts as of 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 $120,000 per calendar year (including for purposes of
this limitation the initial payment made by a Non-holder
8
<PAGE>
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 $250.
Optional cash payments may be made by sending either a check or money order
in U.S. Dollars 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. CHECKS PAYABLE TO A PARTY OTHER THAN
HEI/DRIP WILL NOT BE ACCEPTED BY THE PLAN EVEN IF ENDORSED FOR PAYMENT TO THE
PLAN. 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.
Optional cash payments will be promptly forwarded to a segregated escrow
account at a bank designated by the Company ("Escrow Agent") 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. The current Escrow Agent is First Hawaiian Bank. Should it become
necessary or desirable to replace First Hawaiian Bank as Escrow Agent, the
Company may appoint a successor Escrow Agent.
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.
21. What kind of reports will be sent to participants in the Plan?
Participants who have reinvested dividends during a quarterly period will
receive quarterly statements of account. A participant who has not reinvested
any dividends during a quarter will not receive such a statement of account
for that quarter but will be notified with each dividend check as to the
number of shares held for such participant under the Plan. Monthly statements
will also be sent to participants who have made optional cash payments or have
had other activity (other than reinvestment of dividends) in the account
during the month. 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.
9
<PAGE>
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 on or after an ex-dividend
record date will be processed as soon as practicable after the dividends
payable as of the record date have been paid and reinvested in accordance with
the Plan. The "ex-dividend record date" for purposes of the Plan is three (3)
business days before the dividend record date.
A participant must also maintain at least one whole share in the Plan to
keep an active account. If a participant does not do so, the participant's
participation in the Plan may be terminated, in which case the participant
will receive a cash payment for the fractional shares based on market prices
on the business day prior to the date of payment.
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 ex-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
participant's account has less than 5 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 ex-dividend record and payment dates will not be effective until after the
dividends have been paid and reinvested in accordance with the Plan.
10
<PAGE>
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 ex-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.
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.
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. The Company may retain a broker-
dealer not affiliated with the Company to effect such sales.
34. If a participant requests a distribution of cash in lieu of certificates
for shares, when will the Common Stock be sold?
If the shares will be sold on the open market, the sale will occur 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.) Delays in selling
shares are possible, however, and interest will not be paid to a participant
for any such delays and the participant assumes the risk of any price
fluctuations.
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
fees and commissions, any withholding required under applicable tax laws and a
$15 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.
11
<PAGE>
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.
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
12
<PAGE>
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. However, the foregoing in no way
affects a participant's right to bring a cause of action based on alleged
violations of federal securities laws.
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.
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. 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.
13
<PAGE>
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 (in the case of commercial paper bearing interest at
prevailing market rates and with maturities varying between 1 and 270 days)
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 or
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, 1996 and 1995, and for each of the years in
the three-year period ended December 31, 1996, 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, 1996, have
been incorporated by reference herein and in the Registration Statement of
which this Prospectus is a part 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.
14
<PAGE>
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NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALES HEREUNDER SHALL UNDER
ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF. NO PERSON HAS BEEN
AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN
AS CONTAINED IN THIS PROSPECTUS AND IN OTHER DOCUMENTS RELATING TO THE PLAN
DELIVERED TO ELIGIBLE PARTIES AND FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, IN CONNECTION WITH THIS OFFER, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE
SECURITIES TO WHICH THIS PROSPECTUS RELATES IN ANY STATE TO ANY PERSON TO WHOM
IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH STATE.
---------------
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................................................................ 4
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................................................. 6
Fees and Charges.......................................................... 7
Purchases under the Plan.................................................. 7
Dividend Reinvestment..................................................... 8
Optional Cash Payments.................................................... 8
Account Records and Reports to Participants............................... 9
Registration of Shares.................................................... 9
Safekeeping of Shares..................................................... 10
Termination of Participation in the Plan.................................. 10
Withdrawal of Shares from the Plan........................................ 10
Sale and Other Transfer of Shares......................................... 11
Voting of Shares in the Plan; Tender Offers............................... 12
Stock Dividends and Stock Splits.......................................... 12
Adjustment of Number and Kind of Registered Securities.................... 12
Interpretation, Modification, Suspension or Termination of the Plan....... 12
Limitation of Liability................................................... 12
Federal Income Tax Considerations.......................................... 13
Use of Proceeds............................................................ 14
Plan of Distribution....................................................... 14
Validity of Common Stock................................................... 14
Experts.................................................................... 14
</TABLE>
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[LOGO OF HAWAIIAN ELECTRIC INDUSTRIES]
HAWAIIAN ELECTRIC INDUSTRIES, INC.
DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
FEBRUARY , 1998
- -------------------------------------------------------------------------------
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND REGISTRATION.*
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee................. $23,029
Printing expenses................................................... 10,000
Legal fees and expenses............................................. 15,000
Accounting fees and expenses........................................ 6,000
Blue Sky fees and expenses.......................................... 5,000
Other............................................................... 971
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Total............................................................. $60,000
=======
</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 for indemnification against expenses (including attorneys' fees),
judgments, fines and settlement amounts in connection with any action by or in
the right of the Company.
Under a directors' and officers' liability insurance policy, directors and
officers are insured against certain liabilities, including certain
liabilities under the Securities Act of 1933.
II-1
<PAGE>
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>
<C> <S>
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) Restated By-Laws of Hawaiian Electric Industries, Inc. (previously
filed as Exhibit 3(ii) to the Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997, File
No. 1-8503)
*4(d) Hawaiian Electric Industries, Inc. Dividend Reinvestment and Stock
Purchase Plan
4(e) Trust Agreement between Hawaiian Electric Industries, Inc. and
Hawaiian Trust Company, Limited (now known as Pacific Century Trust,
a division of Bank of Hawaii) dated as of October 6, 1989
(previously filed as Exhibit 4(e) to Registration Statement on Form
S-3, Regis. No. 33-31449)
*4(f) Escrow Agreement between Hawaiian Electric Industries, Inc. and First
Hawaiian Bank dated as of November 30, 1995.
4(g) Rights Agreement dated as of October 28, 1997 by and between Hawaiian
Electric Industries, Inc. and Continental Stock Transfer & Trust
Company, as Rights Agent (with the form of Rights Certificates
attached as Exhibit B) (previously filed as Exhibit 1 to
Registration Statement on Form 8-A dated October 28, 1997, File No.
1-8503).
*5 Opinion of Goodsill Anderson Quinn & Stifel (including consent)
*8 Opinion of Goodsill Anderson Quinn & Stifel re tax matters
*23(a) Consent of KPMG Peat Marwick LLP
*23(b) Consent of Goodsill Anderson Quinn & Stifel (included in Exhibit 5)
*24 Power of Attorney
</TABLE>
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) to include any prospectus required by section 10(a)(3) of the
Securities Act of 1933, unless the information required to be included
in such post-effective amendment is contained in a periodic report
filed by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 and incorporated by reference in this
Registration Statement;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement, unless the information required to be
included in such post-effective amendment is contained in a periodic
report filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 and incorporated by reference in
this Registration Statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in the Registration Statement;
II-2
<PAGE>
(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>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City and County of Honolulu, State of Hawaii, on the 22nd
day of January, 1998.
HAWAIIAN ELECTRIC INDUSTRIES, INC.
/s/ Robert F. Mougeot
By: _________________________________
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>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
Robert F. Clarke* President and Director January 22, 1998
____________________________________ (Chief Executive Officer)
Robert F. Clarke
Robert F. Mougeot* Financial Vice President and January 22, 1998
____________________________________ Chief Financial Officer
Robert F. Mougeot (Principal Financial
Officer)
Curtis Y. Harada* Controller (Principal January 22, 1998
____________________________________ Accounting Officer)
Curtis Y. Harada
Don E. Carroll* Director January 22, 1998
____________________________________
Don E. Carroll
Edwin L. Carter* Director January 22, 1998
____________________________________
Edwin L. Carter
Richard Henderson* Director January 22, 1998
____________________________________
Richard Henderson
Victor Hao Li* Director January 22, 1998
____________________________________
Victor Hao Li
T. Michael May* Director January 22, 1998
____________________________________
T. Michael May
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Bill D. Mills* Director January 22, 1998
____________________________________
Bill D. Mills
A. Maurice Myers* Director January 22, 1998
____________________________________
A. Maurice Myers
Diane J. Plotts* Director January 22, 1998
____________________________________
Diane J. Plotts
James K. Scott* Director January 22, 1998
____________________________________
James K. Scott
Oswald K. Stender* Director January 22, 1998
____________________________________
Oswald K. Stender
Kelvin H. Taketa* Director January 22, 1998
____________________________________
Kelvin H. Taketa
Jeffrey N. Watanabe* Director January 22, 1998
____________________________________
Jeffrey N. Watanabe
</TABLE>
/s/ Robert F. Mougeot
*By: __________________________
Robert F. Mougeot
For himself and as Attorney-In-Fact for the
above mentioned officers and directors
II-5
<PAGE>
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
------- -----------
<C> <S>
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) Restated By-Laws of Hawaiian Electric Industries, Inc. (previously
filed as Exhibit 3(ii) to the Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997, File No. 1-8503)
*4(d) Hawaiian Electric Industries, Inc. Dividend Reinvestment and Stock
Purchase Plan
4(e) Trust Agreement between Hawaiian Electric Industries, Inc. and
Hawaiian Trust Company, Limited (now known as Pacific Century Trust,
a division of Bank of Hawaii) dated as of October 6, 1989 (previously
filed as Exhibit 4(e) to Registration Statement on Form S-3, Regis.
No. 33-31449)
*4(f) Escrow Agreement between Hawaiian Electric Industries, Inc. and First
Hawaiian Bank dated as of November 30, 1995.
4(g) Rights Agreement dated as of October 28, 1997 by and between Hawaiian
Electric Industries, Inc. and Continental Stock Transfer & Trust
Company, as Rights Agent (with the form of Rights Certificates
attached as Exhibit B) (previously filed as Exhibit 1 to Registration
Statement on Form 8-A dated October 28, 1997, File No. 1-8503).
*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>
EXHIBIT 4(D)
HAWAIIAN ELECTRIC INDUSTRIES, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
(AS AMENDED THROUGH , 1998)
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 Shareholder Services Division of the Company.
Participants in the Plan will bear the cost of brokerage fees and
commissions, any service charges and applicable taxes related to shares
purchased or sold on the open market. The Company may also 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.
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
<PAGE>
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 HEI/DRIP for an initial stock
purchase of not less than $250 and not more than $120,000. 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.
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 during the applicable Investment Period as
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
2
<PAGE>
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. Optional cash payments shall be made by check or money order
in U.S. Dollars payable to HEI/DRIP (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 $120,000 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. Checks payable to a party other than HEI/DRIP will not be
accepted by the Plan even if endorsed for payment to the Plan.
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. 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
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, 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 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 end of the next business day following the day of receipt of
funds.
3
<PAGE>
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 on or within three business days prior to 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 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 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, the Common Stock that is purchased 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. Any
remaining funds will be returned to participants on a pro rata basis.
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 per share (adjusted for
brokerage fees and commissions, any service charges and applicable taxes) of
the aggregate
4
<PAGE>
number of shares acquired on the open market by the Broker during the
applicable Investment Period. Amounts to be invested in shares of Common Stock
during any Investment Period will not be pooled with amounts to be invested
during another Investment Period for purposes of computing per share prices.
Amounts to be invested in any Investment Period will be 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, less administrative fees and amounts required to
be withheld for tax purposes, divided by the applicable purchase price per
share.
SECTION 11. REPORTS TO PARTICIPANTS
Participants who reinvest dividends and/or make optional cash payments will
receive periodic statements of account showing amounts invested, purchase
prices, shares purchased, and/or other relevant information. 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 Stock participating in the Plan at
any time by written notification to the Administrator. Any notice of
termination received on or after an ex-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 an ex-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 five 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 five 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.
A participant must maintain at least one whole share of Common Stock in the
Plan to keep an active account. If a participant does not maintain at least
one whole share in the Plan, the participant's participation in the Plan may
be terminated, in which case the participant will receive a cash payment 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 business day
prior to the date of payment to the terminating participant.
5
<PAGE>
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.
The term "ex-dividend record date" for purposes of the Plan is three (3)
business days prior to the dividend record date.
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 an ex-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 an ex-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
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 pursuant to Section 12 hereof.
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
the brokerage fees and commissions, any withholding required under applicable
tax laws and a fee of $15 for the handling of each such request.
SECTION 15. VOTING OF SHARES
Each participant will be sent a notice of meeting and proxy statement and
form of proxy for each meeting of shareholders of the Company. Each
participant will vote directly the shares registered in such participant's
name. The Administrator (or the Trustee, as the case may be) shall be deemed
instructed to vote the shares of Common Stock it holds in the Plan for a
participant who has shares registered in such participant's own name in the
same way that said participant votes the shares of Common Stock registered in
the participant's name, unless the participant instructs that the shares held
in the Plan are to be voted in another way, in which event said shares shall
be voted as instructed. If no shares of Common Stock are registered in a
participant's name, the Administrator (or the Trustee, as the case may be)
shall vote the shares it holds in the Plan for the participant in
6
<PAGE>
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 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
7
<PAGE>
receives no direction from the participant. A participant may, at any time
prior to a tender offer withdrawal date, direct the Trustee to withdraw shares
of the Company's Common Stock previously directed by the participant to be
tendered.
The Company or the Administrator shall provide participants with prompt
notice of any modification, suspension or termination of the Plan.
Certificates for whole shares issued to a participant upon termination of
participation in the Plan pursuant to Section 12, or upon withdrawal of shares
pursuant to Section 13, or upon termination of the Plan by the Company, shall
be registered in the names used by participants at the time they enrolled in
the Plan, except as otherwise provided pursuant to Section 13.
The Hawaiian Electric Industries Retirement Savings Plan and any other plans
of the Company or its direct or indirect subsidiaries may participate in the
Plan on such terms and in such manner as may be determined by the Treasurer of
the Company.
8
<PAGE>
EXHIBIT 4(f)
ESCROW AGREEMENT
THIS ESCROW AGREEMENT dated as of November 30, 1995, between HAWAIIAN
ELECTRIC INDUSTRIES, INC., a Hawaii corporation (the "Company") for itself and
on behalf of the Hawaiian Electric Industries, Inc. Dividend Reinvestment and
Stock Purchase Plan, as in effect from time to time (the "Plan"), and FIRST
HAWAIIAN BANK, a corporation having trust powers (the "Bank"), as escrow agent
hereunder (the "Escrow Agent"). As used in the Escrow Agreement, the term
"Administrator" shall mean the Stock Transfer Division of the Company or any
other person or entity designated by the Company from time to time.
RECITALS:
WHEREAS, the Securities and Exchange Commission (the "SEC") requires that
funds deposited with an issuer for the purchase of shares under a dividend
reinvestment and stock purchase plan be placed in an independent account to
protect those funds from any liens and creditor claims against the issuer;
WHEREAS, the Company has revised the Plan to comply with this SEC directive
and desires to establish with the Escrow Agent, subject to the terms of this
Agreement, a segregated account to comply with the SEC's requirements; and
WHEREAS, the Escrow Agent is willing to serve as escrow agent for such
account, subject to the terms of this Agreement;
NOW, THEREFORE, In consideration of the premises, and of other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
Section 1. Creation of Escrow Account. The Company and the Administrator
hereby create with the Escrow Agent an escrow account for the benefit of the
participants in the Plan, consisting of dividends (other than dividends
reinvested in shares of common stock issued by the Company on the dividend
payment date), initial and optional cash payments and other property deposited
by the Administrator from time to time in that certain interest bearing escrow
account no. 85-1168-05 with the Bank, and all proceeds of any of the foregoing
and any property of any character whatsoever into which any of the foregoing
may be converted which is deposited into said account, together with all
rights and privileges with respect thereto (collectively, the "Escrow
Account").
Section 2. Status of Escrow Agent. The Escrow Agent represents and warrants
to the Company and the Plan and covenants that (i) it is, and shall remain at
all times during the term of this Escrow Agreement, a "bank" as that term is
defined in Section 3(a)(6) of the Securities Exchange Act of 1934, and (ii)
the Escrow Account will be held for the benefit of participants, will not be
subject to any liens, creditor claims, or other claims against the Company,
the Administrator, or the Escrow Agent, and will not be subject to bankruptcy
proceedings if the Company files for bankruptcy under federal or state law.
Section 3. Holding of Escrow Account; Rights to Principal and Interest. The
Escrow Agent hereby covenants that it will hold the Escrow Account for the
benefit of participants in the Plan in accordance with this Escrow Agreement.
Neither the Company nor the Administrator will have any beneficial interest or
other interest in principal amounts deposited by the Administrator in the
Escrow Account. Any interest earned on such principal amounts shall belong to
the Company and shall be used in part to pay the costs owed by the Company to
the Escrow Agent under Section 11.
Section 4. Instructions to Escrow Agent. The Company shall certify to the
Escrow Agent from time to time the names and specimen signatures of any person
who shall have authority to give instructions to the Escrow Agent hereunder on
behalf of the Administrator. Instructions may be given substantially in the
form attached hereto as Exhibit A or B.
<PAGE>
Section 5. General Duties and Powers of the Escrow Agent. The Escrow Agent
shall keep accurate and detailed records of receipts and disbursements and
other transactions affecting the Escrow Account, and shall make such records
available for review from time to time at the request of the Administrator.
The Escrow Agent shall furnish to the Company such information regarding the
Escrow Account as may be reasonably requested by the Company from time to
time. Upon instructions from the Administrator, the Escrow Agent shall invest
the funds in the Escrow Account as directed by the Administrator. The Escrow
Agent shall make disbursements from the Escrow Account at such times, to such
persons (including the Administrator and the Company), and in such amounts as
the Administrator shall direct. The Administrator agrees that all directions
given to the Escrow Agent hereunder shall be consistent with and for the
exclusive purposes provided in the Plan. The Escrow Agent shall have no
responsibility for monitoring compliance with this covenant.
Section 6. Liability of Escrow Agent. The Escrow Agent shall use ordinary
care, skill, prudence and diligence under the circumstances then prevailing
that a prudent person acting in a like capacity and familiar with such matters
would use in the conduct of an enterprise of a like character and with like
aims. The Escrow Agent shall not be liable or responsible for any loss
sustained for acting without question on the direction of, or failing to act
in the absence of any direction from, the Administrator or any person with
authority to act on behalf of the Administrator, unless the Escrow Agent knows
that by such action or failure to act it will be in breach of its fiduciary
duties or this Agreement. The Escrow Agent shall not be responsible in any
respect for the administration of the Plan.
The duties and obligations of the Escrow Agent hereunder shall be governed
solely by the terms of this Escrow Agreement, and no implied covenants or
obligations shall be read into this Escrow Agreement against the Escrow Agent.
Section 7. Resignation of Escrow Agent. The Escrow Agent may resign its
duties hereunder by delivering its written resignation to the Administrator.
Such resignation shall take effect upon the appointment of a successor escrow
agent, as provided below.
Section 8. Removal of Escrow Agent. The Escrow Agent may be removed by the
Administrator at any time, with or without cause, upon thirty (30) days'
notice to the Escrow Agent, but such notice may be waived by the Escrow Agent.
Such removal shall be effected by delivering to the Escrow Agent a written
notice of removal executed by the Administrator and by giving notice to the
Escrow Agent of the appointment of a successor escrow agent in the manner
hereinafter set forth.
Section 9. Appointment of Successor Escrow Agent. The appointment of a
successor escrow agent hereunder shall be accomplished by and shall take
effect upon the delivery to the resigning or removed Escrow Agent, as the case
may be, of (i) an instrument in writing appointing such successor escrow
agent, executed by the Administrator, and consented to by the Company and (ii)
an acceptance in writing of the office of successor escrow agent hereunder
executed by the successor so appointed.
Any successor escrow agent hereunder may be either a corporation authorized
and empowered to exercise trust powers or one or more individuals. All of the
provisions set forth herein with respect to the Escrow Agent shall relate to
each successor escrow agent so appointed with the same force and effect as if
such successor escrow agent had been originally named herein as the escrow
agent hereunder.
If within sixty (60) days after notice of resignation or removal shall have
been given under the provisions of this Escrow Agreement a successor escrow
agent shall not have been appointed, the resigning or removed Escrow Agent or
the Administrator may apply to any court of competent jurisdiction for the
appointment of a successor escrow agent.
Section 10. Transfer of Escrow Account to Successor. Upon the appointment of
a successor escrow agent, the resigning or removed Escrow Agent shall transfer
and deliver control over the Escrow Account and all records relating to the
Escrow Account to such successor escrow agent.
2
<PAGE>
Section 11. Expenses and Compensation; Indemnification. The Company shall
pay to the Escrow Agent reasonable compensation for all services rendered by
it hereunder, and reasonable expenses incurred by it hereunder, as agreed to
by the Company and the Escrow Agent from time to time. The Company assumes
liability for and agrees to indemnify and hold harmless the Escrow Agent from
and against, all claims that may be imposed on, incurred by, or asserted
against the Escrow Agent relating to or arising from the administration of the
Escrow Account pursuant to this Escrow Agreement except as provided in the
next sentence below. The Escrow Agent shall be liable only for its own acts or
omissions (and those of its officers, employees and agents) occasioned by the
breach of this Escrow Agreement or wilful misconduct or negligence of the
Escrow Agent and its officers and employees. The indemnities contained in this
Section shall survive the termination of this Escrow Agreement.
Section 12. Modification and Termination. This Escrow Agreement may not be
amended or modified except by a writing signed by the parties hereto. To the
extent not inconsistent with the Plan, this Escrow Agreement may be terminated
at any time by notice given to the Escrow Agent by the Administrator with
instructions as to disposition of any funds or other property then remaining
in the Escrow Account.
Section 13. Governing Law. This Escrow Agreement shall be construed and
interpreted in accordance with and governed by the laws of the State of
Hawaii.
Section 14. Notices. Notices and other communications may be given in
writing and sent by telecopy or other wire transmission with receipt verified
in a manner typical of communications of that type, registered or certified
mail, or delivery service with receipt verified, and shall be addressed (i) if
to Escrow Agent, at the address indicated on the signature page below, and
(ii) if to the Company, at 900 Richards Street, Honolulu, Hawaii 96813
Attention: Treasurer, and (iii) if to the Administrator, at P.O. Box 730,
Honolulu, Hawaii 96808-0730 Attention: Stock Transfer Agent, or to such other
address designated by a party upon written notice to the other parties. Such
notices and communications shall be deemed given when mailed or if given by
telecopy or other electronic transmission or by delivery service, upon
verification of receipt.
Section 15. Successors and Assigns; Headings. This Agreement shall be
binding on the parties' successors and assigns. The headings of the sections
hereof are included for convenience of reference only and do not form a part
of this Agreement.
Section 16. Entire Agreement. This Agreement contains the complete agreement
of the parties hereto with respect to the subject matter hereof and supersedes
and replaces any previously made proposals, representations, warranties or
agreements with respect thereto by either of the parties hereto.
Section 17. Severability. The invalidity or unenforceability of any term or
provision of this Agreement shall not affect the validity or enforceability of
any other term or provision of this Agreement.
Section 18. No Waiver. A failure or delay by either party hereto in
exercising any right, power or remedy under this Agreement shall not operate
as a waiver of that right, power or remedy, nor shall the single or partial
exercise of any right, power or remedy preclude any other or further exercise
of that right, power or remedy or the exercise of any other right, power or
remedy.
Section 19. Counterpart Execution. This Escrow Agreement may be executed in
any number of counterparts and by each of the parties hereto on separate
counterparts; all such counterparts shall together constitute but one and the
same instrument.
3
<PAGE>
IN WITNESS WHEREOF, the parties have entered into this Escrow Agreement as
of the date first above written.
HAWAIIAN ELECTRIC INDUSTRIES, INC.
By /s/ Robert F. Mougeot
-------------------------
Robert F. Mougeot
Financial Vice President and
Chief Financial Officer
By /s/ Constance H. Lau
-------------------------
Constance H. Lau
Treasurer
FIRST HAWAIIAN BANK
By /s/ Mark M. Yoshida
-------------------------
Its Vice President
Address:
P.O. Box 3200
Honolulu, Hawaii 96847
Attention: Trust Operations
4
<PAGE>
EXHIBIT 5
[Letterhead of Goodsill Anderson Quinn & Stifel]
January 22, 1998
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 under the Securities Act of 1933
(the "Registration Statement"), covering an additional 2,000,000 shares of
Common Stock, without par value (the "Shares"), together with certain rights
(the "Rights") to purchase shares of the Company's Series A Junior
Participating Preferred Stock, pursuant to the terms of the Rights Agreement,
dated as of October 28, 1997 (the "Rights Agreement"), by and between the
Company and Continental Stock Transfer & Trust Company, as Rights Agent. One
Right will be attached to each share of Common Stock of the Company. The
Shares, together with the Rights attached thereto, will be offered and sold in
connection with the Company's Dividend Reinvestment and Stock Purchase Plan
(the "Plan").
In connection with this opinion, we have examined originals or copies of:
(i) the Registration Statement; (ii) the Company's Registration Statement on
Form 8-A, which was filed with the Securities and Exchange Commission (the
"Commission") under the Securities Exchange Act of 1934, as amended, on
November 5, 1997; (iii) the Rights Agreement; (iv) the Restated Articles of
Incorporation and By-Laws of the Company, each as amended to the date hereof;
and (v) resolutions of the Board of Directors of the Company dated October 28,
1997 relating to, among other things, the adoption of the Rights Agreement and
the issuance of the Rights. To the extent that we have deemed appropriate or
necessary as a basis for the opinions set forth herein, we have also examined
originals or copies of records of the Company and other documents, including
certificates of public officials, and certificates of officers or other
representatives of the Company and others.
In our examination, we have assumed the genuineness of all signatures, the
legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. As to any facts
material to the opinions expressed herein which were not independently
verified or established, we have relied upon statements and representations of
officers and other representatives of the Company, and others.
We are members of the Bar of the State of Hawaii and we do not hold
ourselves out as experts on the laws of any other jurisdiction. This opinion
is limited in all respects to matters governed by the laws of the State of
Hawaii and federal laws of the United States of America to the extent
specifically referred to herein. We express no opinion concerning compliance
with the laws or regulations of any other jurisdiction or jurisdictions
(including but not limited to the Blue Sky or other securities laws of such
jurisdictions), or as to the validity, meaning or effect of any act or
document under the laws of any other jurisdiction or jurisdictions.
Based upon and subject to the foregoing, and the other qualifications,
limitations and assumptions stated below, 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.
1
<PAGE>
3. The execution of the Rights Agreement and the issuance and listing of the
Rights have been duly authorized by the Board of Directors on October 28,
1997.
4. When distributed in accordance with the Rights Agreement, the Rights will
be validly issued.
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
2
<PAGE>
EXHIBIT 8
[LETTERHEAD OF GOODSILL ANDERSON QUINN & STIFEL]
January 22, 1998
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 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 or on the open market. All such purchases will be made at 100% of the
market price for Common Stock calculated according to a specified formula. All
brokerage fees and commissions, service charges and applicable taxes in
connection with purchases and sales of Common Stock made under the Plan will
be paid by the participants.
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, the Company charges each participant who reinvests dividends an
administrative fee of $0.50 per quarter, which fee is deducted from dividends
before they are reinvested. The Company 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 $250 for the initial investment) nor more than a
total of $120,000 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 5 shares, HEI may elect
to issue a cash payment in lieu of shares. 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.
<PAGE>
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 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 (S)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 and all of
the brokerage commissions are paid by the participant, the participant will
not realize any taxable income or loss upon such purchase. Shares of Common
Stock purchased on the open market will have a tax basis equal to the amount
of the optional cash payment of the participant. 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 (S)317(a).
Section 305(a) of the Code provides that, with certain exceptions, gross
income does not include the amount of any distribution of the stock of a
corporation by such corporation to its shareholders with respect to such
stock. However, Section 305(b)(1) of the Code provides that Section 305(a)
will not apply, and the distribution will be treated as a dividend
distribution to which Section 301 of the Code applies, if the distribution is,
at the election of any shareholder (whether exercised before or after the
declaration), payable either in the stock of the distributing corporation or
in property. See Treas. Reg. (S)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 (S)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. (S)1.305-1(b); Rev. Rul. 78-375, supra; Rev. Rul. 76-
53, supra. 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.
2
<PAGE>
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 (S)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 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). Code (S)301(d); Treas. Reg. (S)(S)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 (S)1001. The amount of such gain or loss will be the difference
between the amount the participant receives and the participant's tax basis
for the shares (or fractional share) to which the cash payment relates. Id.
A participant also will recognize gain or loss when shares of Common Stock
are sold on behalf of the participant upon a participant's withdrawal from the
Plan, or when the participant sells the shares after his or her withdrawal
from the Plan. Code (S)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 or mid-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 eighteen (18) months or twelve (12) months,
respectively. Code (S)(S)1(h), 1201, 1202, 1221. Under currently effective
law, the maximum tax rate imposed on individuals receiving long-term capital
gains is 20 percent and the maximum tax rate imposed on individuals receiving
mid-term capital gains is 28 percent (as opposed to 39.6 percent maximum tax
rate of ordinary income). Code (S)1(h). In addition, any net capital gain
which otherwise would be taxed at a 15-percent rate is taxed at a rate of 10
percent. Code (S)1(h). For corporate participants, the maximum rate on capital
gains is 35 percent. Code (S)(S)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 (S)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 (S)1211(b). There is currently
no such offset against ordinary income available for corporations. Code
(S)1211(a).
Very truly yours,
Goodsill Anderson Quinn & Stifel
/s/ Lant A. Johnson
_____________________________________
Lant A. Johnson
3
<PAGE>
EXHIBIT 23(a)
[LETTERHEAD OF KPMG PEAT MARWICK LLP]
The Board of Directors
Hawaiian Electric Industries, Inc.:
We consent to the use of our reports incorporated herein by reference and to
the reference to our Firm under the heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
Honolulu, Hawaii
January 22, 1998
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PEOPLE BY THESE PRESENTS that the undersigned, HAWAIIAN ELECTRIC
INDUSTRIES, INC., a Hawaii corporation, and the officers and directors of said
corporation whose names are signed hereto, hereby constitute and appoint
ROBERT F. CLARKE, ROBERT F. MOUGEOT, CONSTANCE H. LAU, DAVID J. REBER and
GREGORY R. KIM of Honolulu, Hawaii, and each of them, with full power of
substitution in the premises (with full power to each of them to act alone),
their true and lawful attorneys and agents, and in its and their name, place
and stead, to do any and all acts and things and to execute any and all
instruments and documents which said attorneys and agents or any of them may
deem necessary or advisable to enable Hawaiian Electric Industries, Inc. to
comply with the Securities Act of 1933, as amended (the "Securities Act"), and
any rules, regulations or requirements of the Securities and Exchange
Commission in respect thereof, in connection with:
(i) the registration under said Act of up to an additional 2,000,000
shares of Common Stock without par value of Hawaiian Electric Industries,
Inc. for issuance pursuant to the Hawaiian Electric Industries, Inc.
Dividend Reinvestment and Stock Purchase (the "Plan"), together with, if
necessary or appropriate, the related rights to purchase shares of the
Company's Series A Junior Participating Preferred Stock pursuant to the
terms of the Rights Agreement, dated as of October 28, 1997 (the "Rights
Agreement"), by and between the Company and Continental Stock Transfer &
Trust Company, as Rights Agent (said rights to be issued pursuant to the
Rights Agreement referred to herein as the "Rights"), and to include in
such registration statement pursuant to Rule 429 promulgated under the
Securities Act a combined prospectus covering such 2,000,000 shares of
Common Stock, plus the shares of Common Stock registered but not yet sold
pursuant to Registration Statement No. 33-56561 together with the related
Rights if necessary or appropriate, including specifically but without
limiting the generality of the foregoing, power and authority to sign the
name of Hawaiian Electric Industries, Inc. and the names of the undersigned
officers and directors thereof, in the capacities indicated below, to the
registration statement to be filed with the Securities and Exchange
Commission in respect of the aforementioned securities, to any and all
amendments (including pre- and post-effective amendments) and supplements
to said registration statement (including specifically and without limiting
the generality of the foregoing, any amendment or amendments changing the
amount of shares for which registration is being sought) and to any
instruments or documents filed as a part of or in connection with said
registration statement or amendments or supplements thereto, and each of
the undersigned hereby ratifies and confirms all of the aforesaid that said
attorneys and agents or any of them shall do or cause to be done by virtue
hereof; and
(ii) the current registration under said Act of up to 2,500,000 shares of
the Common Stock of Hawaiian Electric Industries, Inc. for issuance
pursuant to the Plan (Regis. No. 33-56561), together with the related
Rights if necessary or appropriate, 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 post-effective amendments and supplements to said registration
statement (including specifically and without limiting the generality of
the foregoing, any amendment or amendments changing the amount of shares
for which registration is being sought) and to any instruments or documents
filed as a part of or in connection with said registration statement or
amendments or supplements thereto and/or which operate pursuant to Rule 429
to amend said registration statement or amendments or supplements thereto,
and each of the undersigned hereby ratifies and confirms all of the
aforesaid that said attorneys and agents or any of them shall do or cause
to be done by virtue hereof.
<PAGE>
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 18th day of December, 1997. 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.
HAWAIIAN ELECTRIC INDUSTRIES, INC.
ATTEST:
By /s/ Robert F. Clarke
/s/ Betty Ann M. Splinter -----------------------
- ----------------------- Robert F. Clarke
Betty Ann M. Splinter President and Principal
Secretary Executive Officer
By /s/ Robert F. Mougeot
-----------------------
Robert F. Mougeot
Financial Vice President
and Principal Financial Officer
<TABLE>
<C> <S>
/s/ Robert F. Clarke President, Principal Executive Officer and Director
______________________________________
Robert F. Clarke
/s/ Robert F. Mougeot Financial Vice President and Principal Financial Officer
______________________________________
Robert F. Mougeot
/s/ Curtis Y. Harada Controller and Principal Accounting Officer
______________________________________
Curtis Y. Harada
/s/ Don E. Carroll Director
______________________________________
Don E. Carroll
/s/ Edwin L. Carter Director
______________________________________
Edwin L. Carter
/s/ Richard Henderson Director
______________________________________
Richard Henderson
/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
</TABLE>
2
<PAGE>
<TABLE>
<C> <S>
/s/ Diane J. Plotts Director
______________________________________
Diane J. Plotts
/s/ James K. Scott Director
______________________________________
James K. Scott
/s/ Oswald K. Stender Director
______________________________________
Oswald K. Stender
/s/ Kelvin H. Taketa Director
______________________________________
Kelvin H. Taketa
/s/ Jeffrey N. Watanabe Director
______________________________________
Jeffrey N. Watanabe
</TABLE>
3
