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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: December 13, 1995
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<CAPTION>
Exact Name of Registrant Commission I.R.S. Employer
as Specified in Its Charter File Number Identification No.
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<S> <C> <C>
Hawaiian Electric Industries, Inc. 1-8503 99-0208097
Hawaiian Electric Company, Inc. 1-4955 99-0040500
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State of Hawaii
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(State or other jurisdiction of incorporation)
900 Richards Street, Honolulu, Hawaii 96813
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(Address of principal executive offices and zip code)
Registrant's telephone number, including area code:
(808) 543-5662 - Hawaiian Electric Industries, Inc.
(808) 543-7771 - Hawaiian Electric Company, Inc.
None
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
UPDATE OF HELCO POWER SITUATION
Hawaii Electric Light Company, Inc. (HELCO) has been proceeding with plans to
install two 20-Megawatt (MW) combustion turbines, followed by an 18-MW heat
steam recovery generator, at which time these units would be converted to a 56-
MW (net) combined-cycle unit. In January 1994, the Public Utilities Commission
of the State of Hawaii (PUC) approved expenditures for the first combustion
turbine which HELCO had planned to install in late 1994. However, installation
has been delayed because HELCO has encountered procedural and other difficulties
in obtaining the necessary Conservation District Use Permit amendment (CDUP) and
air permit that would allow the 56-MW unit to be constructed.
A contested case hearing with respect to the CDUP was conducted in November
1995. In the "Recommended Findings of Fact, Conclusions of Law, Decision and
Order" issued on December 13, 1995, the hearing officer recommended denial of
the CDUP application. The hearing officer's findings included a determination
that the proposed plant unacceptably reduced open space at the 15-acre site. The
Hawaii Board of Land and Natural Resources (BLNR) is scheduled to review HELCO's
CDUP application at a meeting scheduled for Friday, January 12, 1996. If the
BLNR denies HELCO's CDUP application, this would at least delay if not prevent
installation of HELCO's project at the 15-acre site.
The Hawaii Department of Health (DOH) forwarded HELCO's air permit to the
Environmental Protection Agency (EPA) for its approval. In a November 1995
letter to the DOH, the EPA declined to sign HELCO's air permit and recommended
that HELCO use a selective catalytic reduction (SCR) technique to control the
release of nitrogen oxide (NOx) into the atmosphere. HELCO's position is that
water injection, not SCR, is the best available control technology (BACT) for
the planned additional generation and meets all state and federal requirements.
A comprehensive report prepared by a combustion turbine manufacturer indicates
that SCR should not be used for NOx emission control in oil-fired combustion
turbines such as the ones HELCO plans to install. Since the EPA did not sign
the permit issued by the DOH, there could be further delays for HELCO's project.
Two independent power producers (IPPs) have filed separate complaints against
HELCO with the PUC, alleging that they are entitled to power purchase contracts
to provide HELCO with additional capacity which, under HELCO's current estimates
of generating capacity requirements, would be in place of the planned 56-MW
addition by HELCO.
In September 1995, the PUC allowed HELCO to continue to pursue construction of
and commit expenditures for the second combustion turbine and the steam recovery
generator for its planned combined-cycle unit, stating in its order that "no
part of the project may be included in HELCO's rate base unless and until the
project is in fact installed, and is used and useful for utility purposes." In
view of permitting delays and the need for power, the PUC also ordered HELCO to
continue negotiating with the IPPs and directed that the facility to be built
should be the one that can be most expeditiously put into service at "allowable
cost." In September 1995, HELCO provided proposals to the two IPPs seeking to
provide HELCO with additional capacity, and further negotiations have been
undertaken. HELCO and the two IPPs have submitted reports to the PUC on the
status of these negotiations.
Management cannot determine at this time whether the negotiations with the IPPs
will result in a power purchase agreement. If the negotiations result in a power
purchase agreement and/or if HELCO's combined-cycle unit is not installed, HELCO
will need to evaluate alternatives for the costs ($41 million as of September
30, 1995) already incurred to put into service its own 56-MW combined-cycle
unit. The $41 million includes equipment purchases, planning and engineering
costs and an allowance for funds used during construction. HELCO might be
required to write off a portion of the incurred costs if such costs ultimately
are not recoverable from customers or others.
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DISCONTINUED OPERATIONS
The Hawaiian Insurance & Guaranty Co., Limited (HIG) and its subsidiaries
(collectively, the HIG Group) are property and casualty insurance companies. HEI
Diversified, Inc. (HEIDI) was the holder of record of all the common stock of
HIG until August 16, 1994. In December 1992, due to a significant increase in
the estimate of policyholder claims from Hurricane Iniki, the Hawaiian Electric
Industries, Inc. (HEI) Board of Directors concluded it would not contribute
additional capital to HIG and the remaining investment in the HIG Group was
written off. On December 24, 1992, a formal rehabilitation order vested full
control over the HIG Group in the Insurance Commissioner (the Rehabilitator) and
her deputies.
On April 12, 1993, the Rehabilitator, the HIG Group and others filed a complaint
against HEI, HEIDI and others. The complaint, which was subsequently amended,
set forth several separate counts, including claims that directors and officers
of HEI, HEIDI and the HIG Group were responsible for the losses suffered by the
HIG Group and claims that HEI and/or HEIDI should be held liable for HIG's
obligations. The lawsuit was settled in 1994 and in August 1994, $32 million was
disbursed to the Rehabilitator. In exchange, all the plaintiffs released their
claims against HEI, its affiliates and their past and present officers and
directors.
The $32 million settlement amount, less income tax benefits and certain amounts
recognized in previously established reserves, resulted in a $15 million after-
tax charge to discontinued operations in 1993. HEI and HEIDI are seeking
reimbursement for the settlement and defense costs from their insurance
carriers. One of the insurance carriers filed a declaratory relief action
seeking resolution of insurance coverage and other policy issues, and HEI and
HEIDI filed counterclaims. On December 15, 1995, the judge ruled on motions for
partial summary judgment that had been argued in June 1995. Substantively, HEI
and HEIDI prevailed on their motions. In particular, the judge ruled that HEI
and HEIDI did not breach their insurance contract and that the settlement they
entered into was reasonable. Among the issues left for consideration by the
Court include plaintiff's defense of allocation. A trial date has not yet been
set. Recoveries from HEI's insurance carriers, if any, will be recognized when
realized.
In December 1994, five insurance agencies, which had served as insurance agents
for the HIG Group, filed a complaint against HEI, HEIDI and others. The
complaint set forth several causes of action, including breach of contract and
piercing the corporate veil. The plaintiffs ask for relief from the defendants,
including compensatory damages for lost commissions, lost business and lost
profits in an amount to be proven at trial and punitive damages. In August 1995,
the court granted defendants' motion for summary judgment. However, the order
dismissing the case has not been filed and plaintiffs have indicated their
intention to pursue an appeal. In the opinion of management, losses, if any,
resulting from the ultimate outcome of the lawsuit will not have a material
adverse effect on the Company's financial condition or results of operations.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrants have duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized. The signature of the undersigned
companies shall be deemed to relate only to matters having reference to such
companies and any subsidiaries thereof.
HAWAIIAN ELECTRIC INDUSTRIES, INC. HAWAIIAN ELECTRIC COMPANY, INC.
(Registrant) (Registrant)
/s/ Robert F. Mougeot /s/ Paul Oyer
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Robert F. Mougeot Paul A. Oyer
Financial Vice President and Financial Vice President and Treasurer
Chief Financial Officer (Principal Financial Officer of HECO)
(Principal Financial Officer of HEI)
Date: December 18, 1995 Date: December 18, 1995
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