<PAGE>
As filed with the Securities and Exchange Commission on April 22, 1994
REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
IOWA-ILLINOIS GAS AND ELECTRIC COMPANY
(Exact name of Registrant as specified in its charter)
ILLINOIS 42-0673189
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
206 EAST SECOND STREET
DAVENPORT, IOWA 52801
(319) 326-7111
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
KEITH M. GIGER, SECRETARY
206 EAST SECOND
DAVENPORT IOWA 52801
(319) 326-7485
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
________________
Copies To:
JOSEPH S. EHRMAN
SIDLEY & AUSTIN
ONE FIRST NATIONAL PLAZA
CHICAGO, ILLINOIS 60603
(312) 853-7437
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE 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. [X]
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. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================
Proposed Proposed
maximum maximum
Title of each class of Amount to offering price aggregate Amount of
securities to be registered be registered per unit* offering price* registration fee
- - ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, $1 par value 2,000,000 $22.875 $45,750,000 $15,776
Common Share Purchase Rights 2,000,000
===================================================================================================
</TABLE>
* Estimated solely for the purpose of calculating the registration fee and based
upon the average of the high and low sale price of the Common Shares of the
Registrant on the New York Stock Exchange Composite Transactions Tape on April
15, 1994.
<PAGE>
PROSPECTUS
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IOWA-ILLINOIS GAS AND ELECTRIC COMPANY
Dividend Reinvestment and Share Purchase Plan
2,000,000 Common Shares
($1 Par Value)
_________________________________
The Dividend Reinvestment and Share Purchase Plan (the "Plan") of Iowa-
Illinois Gas and Electric Company (the "Company") provides a convenient and
economical means for registered holders of the Common Shares, $1.00 par value
(the "Common Shares"), of the Company to purchase additional Common Shares. The
Plan permits common shareholders to buy additional Common Shares with all or
part of the dividends paid on the Common Shares registered in his or her name
and with optional cash investments of $25 to $10,000 per quarterly Common Share
dividend payment date.
The price per share at which Common Shares will be purchased under the
Plan shall be the closing price for the Company's Common Shares on the
applicable quarterly Common Share dividend payment date, as reported by The Wall
Street Journal as New York Stock Exchange -- Composite Transactions.
The Company will administer the Plan and bear all costs of the
administration thereof. Any Plan Participant (as defined herein) who directs
the Agent (as defined herein) to sell whole Common Shares held in his or her
Plan account will pay any brokerage fees incurred in such sale. The First
National Bank of Chicago will act initially as agent for Plan Participants in
connection with any such sale.
IT IS RECOMMENDED THAT THIS PROSPECTUS BE RETAINED FOR FUTURE REFERENCE.
__________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE SECURIT-
IES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
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 APRIL 22, 1994.
<PAGE>
AVAILABLE INFORMATION
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
Securities and Exchange Commission (the "SEC"). Such reports, proxy statements
and other information filed by the Company can be inspected and copied at the
public reference facilities maintained by the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the following Regional Offices of the SEC: 500
West Madison Street, Suite 1400, Chicago, Illinois 60661; and Seven World Trade
Center, 13th Floor, New York, New York 10048. Copies of such material can be
obtained at prescribed rates from the Public Reference Section of the SEC, 450
Fifth Street, N.W., Washington, D.C. 20549. Such reports, proxy statements and
other information can also be inspected at the offices of the New York and
Chicago Stock Exchanges.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Annual Report on Form 10-K for the year ended December 31, 1993,
heretofore filed by the Company with the SEC under the Exchange Act, is
incorporated herein by reference.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Common Shares made hereby shall be deemed to
be incorporated by reference in this Prospectus and to be a part hereof from the
respective dates of filing of such documents.
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 SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS
REFERRED TO ABOVE WHICH HAVE BEEN OR MAY BE INCORPORATED BY REFERENCE IN THIS
PROSPECTUS, OTHER THAN CERTAIN EXHIBITS TO SUCH DOCUMENTS. REQUESTS SHOULD BE
DIRECTED TO KEITH M. GIGER, SECRETARY AND TREASURER, IOWA-ILLINOIS GAS AND
ELECTRIC COMPANY, 206 EAST SECOND STREET, DAVENPORT, IOWA 52801 (TELEPHONE 319-
326-7485).
THE COMPANY
The Company was incorporated under the laws of the State of Illinois in
1940 and is engaged in the business of generating, transmitting, distributing
and selling electric energy and distributing, selling and transporting natural
gas in the States of Illinois and Iowa. Through a wholly-owned, non-regulated
subsidiary, InterCoast Energy Company, the Company engages in energy-related
businesses. The Company's principal executive offices are located at 206 East
Second Street, Davenport, Iowa 52801 and its telephone number is: (319) 326-
7111.
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DESCRIPTION OF THE PLAN
1. WHAT ARE THE PURPOSES OF THE PLAN?
The Plan offers registered holders of Common Shares a simple and
convenient method of increasing their Common Share holdings through the
application of cash dividends and/or optional cash investments. The Plan also
provides the Company with additional funds for general corporate purposes. See
"Use of Proceeds."
2. WHAT ARE THE BENEFITS OF THE PLAN?
. Participants in the Plan (each a "Plan Participant") can increase their
investment in the Company on a systematic, continuing basis.
. Cash dividends are promptly and directly invested.
. All accounts will be credited with fractional shares (to three decimal
places) on which dividends will be payable.
. The Plan permits you to purchase Common Shares by submitting optional cash
investments of up to $10,000 per quarterly Common Share dividend payment
date.
. There will be no brokerage fees payable with respect to Common Shares
purchased under the Plan.
. A statement of account will be mailed to each Plan Participant after each
quarterly Common Share dividend payment date.
. You may deposit with the Company any Common Share certificates registered
in your name for credit under the Plan, thereby avoiding the need to
provide for the safekeeping of such certificates.
3. HOW DOES THE PLAN WORK?
Dividends on Common Shares registered in your name will be applied to
purchase additional Common Shares to the extent you have specified. You may
also choose to buy Common Shares with optional cash investments. (See Question
5.) On each quarterly Common Share dividend payment date, your account will be
credited with the number of Common Shares (to three decimal places) equal to the
dollar amount then to be invested by you divided by the then applicable purchase
price. The dollar amount you invest on any quarterly Common Share dividend
payment date will depend on the amount of the cash dividend then being paid by
the Company on the Common Shares, the number of your Common Shares (including
Common Shares credited to your Plan account) which you have subjected to the
Plan and the amount of any optional cash investment to be applied to purchase
Common Shares on that date.
The purchase price of Common Shares acquired under the Plan on any
quarterly Common Share dividend payment date shall be the closing price for the
Common Shares on such date, as reported by The Wall Street Journal as New York
Stock Exchange -- Composite Transactions. If no trading occurs in the Common
Shares on such date, the purchase price will be such closing price for the
Common Shares on the next preceding business day on which such trading occurs.
Plan Participants will pay no brokerage commissions on their purchases.
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<PAGE>
4. IS MY MONEY FULLY INVESTED?
Yes. Fractional Common Shares to three decimal places will be credited to
your account. Future dividends will be payable on both whole and fractional
Common Shares.
5. CAN I SEND MONEY (OPTIONAL CASH INVESTMENTS) TO THE COMPANY TO BUY MORE
COMMON SHARES?
You can send the Company $25 to $10,000 per quarterly Common Share
dividend payment date to purchase Common Shares, as described in Question 3. If
you send an optional cash investment, the Company will send you a receipt. You
do not need to invest the same amount of cash each time, and you are not
required to make any optional cash investments.
---
NO INTEREST WILL BE PAID ON OPTIONAL CASH INVESTMENTS RECEIVED BY THE
COMPANY PENDING THEIR APPLICATION TO PURCHASE COMMON SHARES UNDER THE PLAN.
Any optional cash investment will be returned to you if written request to
do so is received by the Company at least three business days prior to the
quarterly Common Share dividend payment date on which such investment was to
have been applied to purchase Common Shares under the Plan.
To become eligible to make optional cash investments under the Plan, you
must deliver a signed Authorization Card to the Company. (See Question 8.)
Promptly after receipt of your Authorization Card, Shareholder Services will
send you a confirmation of receipt thereof and an Investment Form for submitting
optional cash investments. An additional Investment Form will be sent with each
quarterly Plan account statement and each optional cash investment receipt.
Optional cash investments from foreign shareholders must be in United
States dollars.
6. WHAT WILL PARTICIPATION IN THE PLAN COST ME?
You will not be charged any fees when Common Shares are purchased for you
under the Plan.
A brokerage commission will be charged if Common Shares held for you under
the Plan are sold through The First National Bank of Chicago, as your agent (the
"Agent"), as described in Question 13. Such commission should be less than the
usual commission on small transactions because the Agent will generally
accumulate sale orders received from Plan Participants and execute the
accumulated orders once during each week, which should normally result in the
economy of volume sales.
7. WHO IS ELIGIBLE TO PARTICIPATE?
Any registered holder of Common Shares.
8. HOW DO I PARTICIPATE?
If you are a registered holder of Common Shares, you can enroll in the
Plan by completing and submitting an Authorization Card. The card is available
from Shareholder Services at the address shown in Question 22. Your
participation in the Plan will begin with the first quarterly Common Share
dividend payment date occurring after your Authorization Card has been received
by the Company, provided your Authorization Card was received at least 20 days
prior to such date. The quarterly Common Share dividend payment dates are
usually the first business day of March, June, September and December.
An executed Authorization Card will direct the Company to credit to your
Plan account the cash dividends paid on all or a designated portion of the
Common Shares registered in your name and on all Common Shares credited to your
Plan account. The Authorization Card also will direct
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<PAGE>
that all such cash dividends, plus any optional cash investments made by you, be
used to purchase Common Shares as described in Question 3.
You must select one of the following participation options:
"Full Dividend Investment": The dividends on all Common Shares registered
in your name, plus the dividends on Common Shares held in your Plan
account, plus any optional cash investments, will be applied to purchase
Common Shares.
"Partial Dividend Investment": The dividends on a specified number of the
Common Shares registered in your name, plus the dividends on Common Shares
held in your Plan account, plus any optional cash investments, will be
applied to purchase Common Shares.
"Optional Cash Investments": Optional cash investments, plus the
dividends on Common Shares held in your Plan account, will be applied to
purchase Common Shares.
CASH DIVIDENDS ON ALL COMMON SHARES HELD IN YOUR PLAN ACCOUNT WILL BE APPLIED TO
PURCHASE COMMON SHARES REGARDLESS OF WHICH OPTION YOU CHOOSE.
The Authorization Card must be signed by you exactly as your name appears
on your Common Share certificates. If Common Shares are registered in more than
one name, each person so named must sign the Authorization Card.
Please return your Authorization Card to: Iowa-Illinois Gas and Electric
Company, Attn: Shareholder Services, at the address shown in Question 22.
Shareholder Services will send you confirmation of your enrollment and an
Investment Form for submitting optional cash investments.
9. MAY I CHANGE MY PARTICIPATION OPTION?
You can change your participation option by completing and submitting a
new Authorization Card or the form which will be printed on the back of each
quarterly Plan account statement mailed to you. Changes will become effective
on the next quarterly Common Share dividend payment date, provided the Company
has received the new Authorization Card or such form at least 20 days prior to
such date.
10. HOW DO I GET CERTIFICATES FOR COMMON SHARES CREDITED TO MY PLAN ACCOUNT?
You may use the form which will be printed on the back of each quarterly
Plan account statement mailed to you or send a letter to Shareholder Services at
the address shown in Question 22 to request a certificate for any or all of the
Common Shares credited to your Plan account. CERTIFICATES FOR FRACTIONAL COMMON
SHARES WILL NOT BE ISSUED UNDER ANY CIRCUMSTANCES. See the second paragraph
under Question 15.
Common Shares credited to your Plan account may not be pledged or
otherwise used as collateral. To pledge or otherwise use Common Shares as
collateral, send us a written request for certificates to be issued in your
name.
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<PAGE>
11. MAY I DEPOSIT COMMON SHARE CERTIFICATES WITH THE COMPANY UNDER THE PLAN?
You may deposit with Shareholder Services, at the address shown in
Question 22, any Common Share certificates now or hereafter registered in your
name for credit under the Plan. PLEASE NOTE THAT ALL CASH DIVIDENDS ON COMMON
SHARES REPRESENTED BY CERTIFICATES SO DEPOSITED WITH SHAREHOLDER SERVICES WILL
BE INVESTED IN COMMON SHARES IN ACCORDANCE WITH THE PLAN.
There will be no charge for this custodial service, and, by making such
deposit, you will be relieved of the responsibility for loss, theft or
destruction of the deposited certificates.
Because you will bear the risk of loss in sending stock certificates to
Shareholder Services, we recommend that certificates be sent to Shareholder
Services by registered mail, return receipt requested, properly insured.
Certificates should be endorsed for deposit only into the Dividend Reinvestment
and Share Purchase Plan.
12. WHAT HAPPENS WHEN I SELL OR TRANSFER ALL THE COMMON SHARES REGISTERED IN
MY NAME?
If you dispose of all Common Shares registered in your name (other than
Common Shares credited to your Plan account), the Company, unless notified
otherwise, will continue to invest the cash dividends on Common Shares held in
your Plan account in accordance with the Plan. You may also make optional cash
investments as long as any Common Shares purchased therewith are credited to
your Plan account.
13. MAY I SELL COMMON SHARES CREDITED TO MY PLAN ACCOUNT THROUGH THE COMPANY?
Yes. At your written request, the Company will direct the Agent to sell
such number of whole Common Shares credited to your Plan account as you
designate. Common Shares held under the Plan to be sold by the Agent will
generally be accumulated and sold once during each week, except that any selling
request received by the Company from a Plan Participant in connection with the
termination of his or her participation in the Plan between a Common Share
dividend record date and the related dividend payment date will be held and
processed after such dividend payment date. Promptly after such sale, the
Company will mail to you a check for the net proceeds (after deducting all
expenses of sale, including brokerage commissions) derived from the sale of your
shares by the Agent.
14. WHAT REPORTS WILL I RECEIVE?
As soon as practicable after each quarterly Common Share dividend payment
date, you will receive a statement of the activity in your Plan account. PLEASE
KEEP YOUR QUARTERLY PLAN ACCOUNT STATEMENTS TO ASSIST YOU IN PREPARING YOUR
INCOME TAX RETURNS.
You will also receive the communications sent to other shareholders,
including the Company's quarterly reviews, Annual Report, Notice of Annual
Meeting, Proxy Statement and form of proxy and income tax information for
reporting dividends paid.
15. HOW DO I STOP PARTICIPATING IN THE PLAN?
You may terminate your participation in the Plan at any time, except as
described below, by completing and submitting the form which will be printed on
the back of each quarterly Plan account statement mailed to you or sending a
letter to Shareholder Services at the address shown in Question 22. When you
terminate your participation, you must request one of the following three
actions:
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<PAGE>
. that one or more certificates for the whole number of Common Shares
credited to your Plan account be sent to you;
. that all whole Common Shares credited to your Plan account be sold on your
behalf and the net proceeds mailed to you, as described in Question 13; or
. that a specified number of whole Common Shares credited to your Plan
account be sold on your behalf and the net proceeds mailed to you, as
described in Question 13, and a certificate for the remaining number of
whole Common Shares be sent to you.
Under no circumstances will a certificate for a fractional Common Share be
issued. In lieu thereof, the Company will mail you a check for the cash value
of such fractional Common Share based on the average sale price for the Common
Shares obtained by the Agent in selling Common Shares on behalf of Plan
Participants on the first date on which the Agent sells Common Shares after
receipt of your termination notice. (See Question 13).
If your termination request is received by the Company at least 20 days
prior to the next quarterly Common Share dividend payment date, the amount of
the cash dividend payable on such date, plus any optional cash investment then
held on your behalf by the Company, will be paid to you by check as promptly as
practicable after such dividend payment date. If your termination request is
received by the Company less than 20 days prior to such date, the dividend
payable on such date will be invested under the Plan, as will any optional cash
investment then held on your behalf by the Company, unless your termination
request is received more than three business days prior to such date, in which
case such optional cash investment will be paid to you by check as promptly as
practicable.
16. WHO ADMINISTERS THE PLAN?
The Company will administer the Plan. The Company will maintain a record
of all Plan Participants and send to each a quarterly statement of his or her
Plan account. The Company or its nominee will act as custodian for all Common
Shares purchased or held under the Plan.
Neither the Company nor the Agent shall be liable under the Plan for any
act done in good faith or for any good faith omission to act, including, without
limitation, (1) any claims of liability arising out of the failure to terminate
a Plan Participant's account upon such participant's death prior to receipt of
notice in writing of such death and (2) with respect to the prices at which
Common Shares are purchased or sold for the account of any Plan Participant or
the time when such purchases or sales are made.
You should recognize that the Company cannot assure you of a profit or
protect you against a loss on the Common Shares you purchase under the Plan.
17. WHAT HAPPENS IF THE COMPANY ISSUES A STOCK DIVIDEND, DECLARES A STOCK
SPLIT OR HAS A RIGHTS OFFERING?
Common Shares distributed by the Company as a stock dividend on, or in
connection with a stock split of, the Common Shares held in your Plan account
will be credited to your account. Common Shares distributed upon the occurrence
of a stock dividend or stock split with respect to Common Shares registered in
your name will be mailed directly to you.
If the Company makes available to its common shareholders rights to
purchase additional Common Shares, debentures or other securities, the Agent
will sell all rights accruing to the Common Shares held for you under the Plan
and invest the net proceeds in Common Shares on the
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next quarterly Common Share dividend payment date. If you wish to exercise such
rights with respect to the Common Shares credited to your Plan account, you must
request in writing that the Company issue a stock certificate for such shares,
as described in Question 10, prior to the record date for the receipt of such
rights.
18. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
In general, you will be subject to the same federal income tax obligations
with respect to dividends on Common Shares held in your Plan account as are
shareholders who are not Plan Participants. Cash dividends that you elect to
invest under the Plan will be treated for federal income tax purposes as having
been received even though you do not actually receive cash but, instead,
purchase Common Shares under the Plan. You will not be deemed to receive any
income by reason of any purchase of Common Shares under the Plan with optional
cash investments.
The tax basis of Common Shares acquired through the investment of
dividends under the Plan will be the fair market value of such shares on the
applicable dividend payment date. The tax basis of Common Shares acquired with
optional cash investments will be the amount paid therefor.
You will not realize taxable income (or loss) upon the receipt of
certificates for whole Common Shares from the Plan, whether upon your request or
withdrawal from the Plan or the Company's termination thereof. However, upon
the sale of Common Shares credited to your Plan account or the receipt of cash
in lieu of any fractional Common Share, you will realize gain or loss in an
amount equal to the difference between the net proceeds received and your tax
basis in the whole or fractional shares sold. If the Common Shares sold are
capital assets in your hands, such gain or loss will be a capital gain or loss.
If such Common Shares have been held for more than one year, the capital gain or
loss will be long-term; otherwise, it will be short-term. For this purpose, the
holding period for Common Shares acquired under the Plan will commence on the
quarterly Common Share dividend payment date as of which such shares were
purchased.
The foregoing is only a general summary of the federal income tax
considerations involved in participation in the Plan, and does not address
state, local or foreign income, estate or gift taxation. We urge you to consult
with your own tax advisor for more specific information. To facilitate
compliance with applicable tax laws, you should retain your Plan account
statements with your other tax records.
19. IS FEDERAL INCOME TAX WITHHOLDING APPLICABLE TO PLAN PARTICIPANTS?
Certain foreign Plan Participants and Plan Participants who fail to
provide the Company with a valid taxpayer identification number may be subject
to federal income tax withholding. The cash dividends of such participants
which will be invested in Common Shares under the Plan will be reduced by the
amount of tax required to be withheld by law.
20. HOW WILL COMMON SHARES HELD UNDER THE PLAN BE VOTED AT MEETINGS OF
SHAREHOLDERS?
You will be entitled to vote all Common Shares allocated to your Plan
account. The proxy solicitation material sent to the shareholders of the
Company for any annual or special meeting of shareholders will enable you to
vote all Common Shares allocated to your Plan account, as well as all other
shares of the Company registered in your name. The Company will not vote any
Common Shares allocated to your Plan account for which voting instructions have
not been received.
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21. MAY THE PLAN BE MODIFIED OR DISCONTINUED?
The Company reserves the right to suspend, modify or terminate the Plan at
any time. Notice of any suspension, modification or termination of the Plan
will be given by the Company to all Plan Participants.
Without any action being required of the Company, the Plan will terminate
when the 2,000,000 newly issued Common Shares offered hereby have been sold,
unless the Company has obtained the necessary regulatory approvals to sell
additional newly issued Common Shares under the Plan. If at any time the number
of newly issued Common Shares remaining available for purchase under the Plan is
less than the number of Common Shares to be purchased on any quarterly Common
Share dividend payment date, the Company shall determine an equitable basis of
apportioning available Common Shares among all Plan Participants.
Upon termination of the Plan, at the option of the Company, either (a) any
optional cash investments credited to your Plan account, one or more
certificates for the number of whole Common Shares credited to your Plan account
and the cash equivalent of any fractional Common Share so credited, determined
as described in Question 15, shall be promptly mailed to you or (b) subject
to your contrary written direction, your Plan account shall remain in effect
under any new dividend reinvestment and share purchase plan applicable to the
Common Shares of the Company which may be adopted by the Company as a successor
to the Plan.
22. WHAT IF I HAVE QUESTIONS ABOUT THE PLAN?
You may write the Company at:
Iowa-Illinois Gas and Electric Company
Attn: Shareholder Services
206 E. Second Street
Davenport, Iowa 52801-4350
When writing, please refer to your account number.
You may also call the Company locally at 326-7356 or toll-free at (800)
373-4443.
USE OF PROCEEDS
The Company is unable to predict the number of Common Shares that will be
purchased under the Plan or the prices at which such shares will be purchased.
The net proceeds from the sale of the Common Shares offered hereby will be added
to working capital of the Company and used to repay short-term indebtedness
incurred by the Company as temporary financing for its construction program.
Any balance of such net proceeds will be used for such construction program.
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DESCRIPTION OF COMMON SHARES
The shares of the Company consist of three classes: Preferred Shares,
$100 par value (400,000 shares authorized, of which the following three series
are outstanding: $4.36 Series - 60,000 shares, $4.22 Series - 40,000 shares and
$7.50 Series - 98,288 shares ); Preference Shares, without par value (2,386,250
shares authorized, of which the following two series are outstanding: $7.80
Series - 400,000 shares and $5.25 Series - 100,000 shares); and Common Shares,
$1 par value (80,000,000 shares authorized, of which 29,344,014 were outstanding
at the close of business on March 31, 1994). The Board of Directors is
authorized to provide for the issue from time to time of Preferred Shares and
Preference Shares in series and, as to each series, to fix the designation,
dividend rate, redemption price or prices, voluntary and involuntary liquidation
prices (except the involuntary liquidation price of the Preferred Shares),
sinking fund provisions, if any, and conversion provisions, if any, applicable
to the shares of such series. Cumulative dividends, sinking fund requirements
and conversion and redemption provisions, to the extent that some or all of
these features are or may be present when Preferred Shares or Preference Shares
are issued, could have an adverse effect on the availability of earnings for
distribution to the holders of Common Shares or for other corporate purposes.
The following statements with respect to the Company's First Restated
Articles of Incorporation (the "Articles") and other relevant documents (copies
of which have been filed as exhibits to the Registration Statement of which this
Prospectus is a part) are brief summaries of certain provisions thereof and do
not purport to be complete; such statements are subject to the detailed
provisions of the Articles and such documents.
DIVIDEND RIGHTS
The holders of the Common Shares are entitled to receive, from funds
legally available for the payment thereof, dividends when and as declared by
resolution of the Board of Directors. While Preferred Shares or Preference
Shares (collectively, "Senior Shares") remain outstanding, no dividends (other
than dividends payable in Common Shares) may be paid on the Common Shares, and
no Common Shares may be purchased, redeemed or otherwise acquired: (i) unless
dividends on the outstanding Senior Shares for the current and all past
quarterly dividend periods shall have been paid in full or declared and set
apart for payment; or (ii) while a default exists under a sinking fund
requirement relating to any outstanding series of Senior Shares; provided that
the restrictions described in this sentence do not apply to the acquisition of
Common Shares through the application of the proceeds of any Common Shares sold
at or about the time of such acquisition. The $7.80 Series of Preference Shares
is entitled to the benefit of a sinking fund beginning May 1, 2001; and any
outstanding shares of the $5.25 Series of Preference Shares must be retired on
November 1, 2003.
The Company's Indenture of Mortgage and Deed of Trust dated as of March 1,
1947, as amended and supplemented (the "Mortgage"), relating to the Company's
First Mortgage Bonds prohibits the Company from paying any dividend on the
Common Shares (other than dividends payable in Common Shares) or making any
other distribution on or purchase of the Common Shares if the aggregate amount
expended for such dividends, distributions and purchases subsequent to February
28, 1947 would exceed earned surplus available for dividends on the Common
Shares accumulated subsequent to that date as adjusted for any deficiencies in
certain replacement funds, all as required by and determined in accordance with
the relevant provisions of the Mortgage. As of December 31, 1993, the Company's
earned surplus was unrestricted under such provisions, except to the extent of
the cost of treasury shares held for sale pursuant to the Company's Employee
Stock Purchase Plan.
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VOTING RIGHTS
Under the Articles and current Illinois law, holders of shares of the
Company at any time outstanding, regardless of class, are entitled to one vote
for each share held on each matter submitted to a vote at a meeting of
shareholders, with the right to cumulate votes in all elections for directors.
A two-thirds vote of the Preferred Shares or the Preference Shares, as the
case may be, voting as a class, is required to authorize certain corporate acts,
including amendment of the Articles (i) to increase or decease the number of
authorized shares of such class, (ii) to create a new class of shares
(excluding, however, the Preferred Shares, whether now or hereafter authorized,
with respect to the voting of the Preference Shares) having rights and
preferences prior to or on a parity with such class or (iii) to change the
designations, preferences, qualifications, limitations, restrictions or special
or relative rights of such class. If the proposed amendment affects one or
more, but less than all of the outstanding series of either class, only the
series so affected shall be entitled to vote as a class.
A favorable vote of the holders of a majority of the Preferred Shares at
the time outstanding is required to authorize the Company to become liable for
debt (other than (i) short-term debt not exceeding 10% of the aggregate of long-
term debt, capital and surplus and (ii) debt issued for purposes of refunding,
reacquiring or retiring outstanding long-term debt or Preferred Shares, parity
shares or Senior Shares) if, immediately after the Company so becomes liable,
total debt (excluding short-term debt in an amount not exceeding 10% of the
aggregate of long-term debt, capital and surplus) would exceed 65% of the
aggregate of long-term debt, capital and surplus.
CHANGE OF CONTROL
The Company's By-Laws, the Rights Agreement dated as of February 25, 1992
(the "Rights Agreement") between the Company and First Chicago Trust Company of
New York, as Rights Agent, and The Illinois Business Corporation Act of 1983, as
amended (the "Illinois BCA"), contain certain provisions that could discourage
or make more difficult a change of control of the Company. Such provisions are
designed to protect the Company's shareholders against coercive, unfair or
inadequate tender offers and other abusive takeover tactics and to encourage any
person contemplating a business combination with the Company to negotiate with
its Board of Directors for the fair and equitable treatment of all of the
Company's shareholders.
BY-LAW PROVISIONS
The Company's By-Laws provide that, except as otherwise provided by law or
by the Articles, the only business which may be conducted at any annual or
special meeting of the Company's shareholders is such business as has been (i)
specified in the written notice of such meeting delivered, at the direction of
specified officers of the Company, to shareholders of the Company in accordance
with the Company's By-Laws, (ii) brought before such meeting at the direction of
the Company's Board of Directors or the chairman of the meeting or (iii)
specified in a written notice (a "Shareholder Meeting Notice") which shall have
been timely delivered to the Company by a shareholder entitled to vote at such
meeting. To be timely delivered, a Shareholder Meeting Notice must be received
by the Secretary of the Company (i) in the case of an annual meeting, not less
than 10 days prior to the first anniversary date of the initial mailing of
notice of the previous year's annual meeting (but not more than 75 days prior to
the forthcoming annual meeting), and (ii) in the case of a special meeting, not
more than 10 days after the date of the initial mailing by the Company of notice
of such special meeting. Each Shareholder Meeting Notice must contain specified
information, including a description of the proposed business, the identity of
-11-
<PAGE>
the person proposing such business and, in the case of director nominations,
certain background information relating to any nominee for director to be
proposed by such person. Any change in such provisions requires the affirmative
approval of at least 80% of the total number of authorized directors of the
Company.
SHAREHOLDER RIGHTS PLAN
Pursuant to the Rights Agreement, each holder of a Common Share
outstanding as of the date of this Prospectus has received, and each holder of a
Common Share will receive, one Common Share purchase right (a "Right") entitling
such registered holder to purchase from the Company one-half Common Share at a
price of $66.00 per Common Share (the "Purchase Price") (equivalent to $33.00
for each one-half Common Share), subject to adjustment.
Until the earlier to occur of (i) 10 days after the first public
announcement that a person (other than a Company-related entity) has become the
beneficial owner of 15% or more of the outstanding Common Shares and (ii) 10
business days after the commencement of or the announcement of an intention to
commence, a tender or exchange offer by any person (other than a Company-related
entity), the consummation of which would result in any person becoming such a
15% beneficial owner (the earlier of clause (i) and (ii) being the "Distribution
Date"), the Rights will be evidenced by Common Share certificates, will be
transferable only with the Common Shares and will not be exercisable. After the
Distribution Date, the Rights become exercisable, and separate certificates
evidencing the Rights will be mailed to the registered holders of outstanding
Common Shares. Such separate certificates will thereafter constitute the sole
evidence of the Rights.
In the event that any person or group (other than a Company-related
entity) becomes the beneficial owner of 15% or more of the Common Shares, or in
the event that the Company is the surviving corporation in a merger with such a
person or group and the Common Shares outstanding are not changed or exchanged,
or in the event that such a person or group engages in certain self-dealing
transactions specified in the Rights Agreement, proper provision shall be made
so that each registered holder of a Right will thereafter have the right to
receive upon the exercise thereof at the then Purchase Price, the number of
Common Shares of the Company having a market value of two times such Purchase
Price. After the occurrence of any of the events described in this paragraph,
all Rights which are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by such person or group will be void. In
addition, after the first public announcement that such a person or group has
become such a 15% beneficial owner, if the Company is acquired in a merger or
other business combination or 50% or more of its consolidated assets or earning
power are sold or transferred, proper provision shall be made so that each
registered holder of a Right (except Rights which have become void) will
thereafter have the right to receive, upon the exercise thereof at the then
Purchase Price, the number of common shares of the acquiring company which at
the time of such transaction will have a market value of two times such Purchase
Price.
Under certain circumstances, the Company may redeem the rights, in whole,
at a price of $.01 per Right or exchange the Rights (except Rights which have
become void), in whole or in part, at the exchange rate of one Common Share per
Right, in each case subject to adjustment. The Rights will expire in March
2002, unless earlier redeemed or exchanged by the Company.
-12-
<PAGE>
ILLINOIS BUSINESS CORPORATION ACT
Section 7.85 of the Illinois BCA applies to specified mergers,
consolidations, asset dispositions and other transactions involving a beneficial
owner of 10% or more of the Company's voting shares. Section 7.85 requires that
any such transaction be approved, in addition to any other vote required by law
or the Articles: (i) by the affirmative vote of the holders of at least 80% of
the combined voting power of the then outstanding voting shares of the Company
and (ii) by the affirmative vote of a majority of the combined voting power of
such then outstanding voting shares not owned by such a beneficial owner. These
special voting requirements do not apply if the transaction is approved by two-
thirds of the disinterested directors of the Company or the consideration
offered to the Company's shareholders meets specified fair price standards
(including related procedural requirements as to the form of consideration and
continued payment of dividends). Section 11.75 of the Illinois BCA prohibits a
public Illinois corporation, including the Company, from engaging in a Business
Combination with an Interested Shareholder for a period of three years after the
date of the transaction in which an Interested Shareholder became such, unless
the Business Combination shall be approved in a prescribed manner, the
transaction by which the Interested Shareholder became such was approved by the
Company's Board of Directors or the Interested Shareholder acquires at least 85%
of the voting shares of the Company. The term "Business Combination" includes
mergers, asset sales and other transactions resulting in a financial benefit to
the Interested Shareholder. An "Interested Shareholder" is a person who,
together with its affiliates and associates, owns (or within a three-year
period, did own) 15% or more of the Company's voting shares.
LIQUIDATION RIGHTS
In the event of dissolution, liquidation or winding up of the Company,
voluntary or involuntary, holders of the Common Shares will be entitled to
receive, pro rata, after the creditors of the Company have been paid and the
holders of Senior Shares have received their liquidation preferences, all the
remaining assets of the Company.
MISCELLANEOUS
The Common Shares have no conversion or preemptive rights and are not
subject to redemption. The outstanding Common Shares are, and the Common Shares
issued under the Plan will be, fully paid and nonassessable. The outstanding
Common Shares are, and the Common Shares issued under the Plan upon notice of
issuance will be, listed on the New York and Chicago Stock Exchanges. The
Transfer Agents and Registrars for the Common Shares are First Chicago Trust
Company of New York and Chemical Bank.
LIABILITIES UNDER SECURITIES ACT OF 1933
The Articles provide that the Company shall indemnify its directors,
officers and employees against certain liabilities to the extent and under the
circumstances stated therein. The directors and officers of the Company also
have the benefit collectively of an insurance policy covering them generally
from certain losses. Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended, may be permitted to directors, officers
or persons controlling the Company, the Company has been informed that in the
opinion of the SEC such indemnification is against public policy as expressed in
said Act and is therefore unenforceable.
-13-
<PAGE>
LEGAL MATTERS
Legal matters with respect to the Common Shares will be passed upon for
the Company by Sidley & Austin, Chicago, Illinois, and Brent E. Gale, Esq.,
General Counsel of the Company.
EXPERTS
The consolidated financial statements and financial statement schedules of
the Company included or incorporated by reference in its Annual Report on Form
10-K for the year ended December 31, 1993, which is incorporated by reference in
this Prospectus, have been audited by Deloitte & Touche and Arthur Andersen &
Co., independent public accountants, to the extent and for the periods indicated
in their reports with respect thereto. Such consolidated financial statements
and financial statement schedules are so incorporated by reference herein in
reliance upon the reports of such firms given upon their authority as experts in
accounting and auditing.
-14-
<PAGE>
- - --------------------------------------------------------------------------------
No person has been authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus, and, if given or made, such information or representations must not
be relied upon as having been authorized. This Prospectus does not constitute an
offer to sell or the solicitation of an offer to buy any securities other than
the securities to which it relates or an offer to sell or the solicitation of an
offer to buy such securities in any circumstances in which such offer or
solicitation is unlawful. Neither the delivery of this Prospectus nor any sale
made 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 contained herein is correct as of any time subsequent to its
date.
----------------------------
TABLE OF CONTENTS
Page
----
Available Information .................................................... 2
Incorporation of Certain
Information by Reference ................................................ 2
The Company .............................................................. 2
Description of the Plan .................................................. 3
Use of Proceeds .......................................................... 9
Description of Common
Shares .................................................................. 10
Liabilities Under Securities
Act of 1993 ............................................................. 13
Legal Matters ............................................................ 14
Experts .................................................................. 14
- - --------------------------------------------------------------------------------
IOWA-ILLINOIS GAS AND
ELECTRIC COMPANY
----------------
DIVIDEND REINVESTMENT AND
SHARE PURCHASE PLAN
----------------
2,000,000
COMMON SHARES
($1 PAR VALUE)
----------------
PROSPECTUS
APRIL 22, 1994
- - --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Securities and Exchange Commission fee $15,776
Illinois Commerce Commission fee 582
Legal fees and expenses 30,000*
Accounting fees and expense 5,000*
Stock exchange listing fees 9,000*
Blue Sky fees and expenses
(including counsel fees) 2,500*
Printing and engraving expense 5,000*
Miscellaneous 2,142*
-------
Total: $70,000*
=======
__________
*Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 8.75 of The Illinois Business Corporation Act provides for the
indemnification of directors, officers, employees and agents under certain
circumstances against expenses incurred in successfully defending against a
claim brought against them by reason of their serving in such capacity and
authorizes an Illinois corporation to indemnify its directors, officers,
employees and agents under certain circumstances against expenses and
liabilities incurred in legal proceedings involving such persons and such
corporation by reason of their being or having been a director, officer,
employee or agent. Article Eleven of the Company's First Restated Articles of
Incorporation provides, in general, that any director, officer or employee of
the Company is entitled to indemnification against all liabilities, judgments,
fines and amounts paid in settlement and all expenses (including attorneys'
fees) actually and reasonably incurred in connection with any litigation
(including any actual or threatened civil, criminal, administrative or
arbitration action, proceeding, claim, suit or appeal therefrom), if such person
acted in good faith and in a manner which such person reasonably believed to be
in, or not opposed to, the best interests of the Company and, in the case of
criminal litigation, such person had no reasonable cause to believe that his or
her conduct was unlawful; provided, however, that such person shall not be
indemnified if, in the case of litigation by or in the right of the Company, it
shall be finally determined that such person breached his or her duty to the
Company, unless a court shall finally determine that despite such breach of duty
such person is fairly and reasonably entitled to indemnification. The directors
and officers of the Company have the benefit collectively of a $60,000,000
insurance policy covering them generally against loss for any breach of duty,
neglect, error, misstatement, misleading statement, omission or other act done
or wrongfully attempted or any matter claimed against them solely by reason of
their being such directors or officers, but not as to acts of active and
deliberate dishonesty committed with actual dishonest purpose and intent which
were material to the cause of action adjudicated against them.
ITEM 16. EXHIBITS
Copies of the documents listed below which are identified with an
asterisk (*) have heretofore been filed with the SEC as exhibits to documents
filed with the SEC and are incorporated herein by reference and made a part
hereof; and the exhibit number and file number of the document so filed and
incorporated herein by reference are stated in parentheses in the description of
such Exhibit. Exhibits not so identified are filed herewith.
II-1
<PAGE>
EXHIBIT
NUMBER NATURE OF EXHIBIT
- - ------- -----------------
*4.1 First Restated Articles of Incorporation. (File 1-3573, Annual Report on
Form 10-K for year ended December 31, 1993, Exhibit 3.A.)
*4.2 By-laws as amended through April 25, 1991. (File 1-3573, Annual Report on
Form 10-K for the year ended December 31, 1993, Exhibit 3.B.)
*4.3 Indenture of Mortgage and Deed of Trust dated as of March 1, 1947. (File
2-6922, Registration Statement, Exhibit 7-B.)
*4.4 Supplemental Indenture dated as of March 1, 1947. (File 2-6922,
Registration Statement, Exhibit 7-C.)
*4.5 Second Supplemental Indenture dated as of October 1, 1949. (File 2-8112,
Registration Statement, Exhibit 7-B.)
*4.6 Third Supplemental Indenture dated as of January 15, 1953. (File 2-9990,
Registration Statement, Exhibit 4.04.)
*4.7 Resignation and Appointment of successor Individual Trustee. (File 2-
62330, Registration Statement, Exhibit 2.03E.)
*4.8 Fourth Supplemental Indenture dated as of April 15, 1960. (File 2-17786,
Registration Statement, Exhibit 2.06.)
*4.9 Fifth Supplemental Indenture dated as of May 1, 1961. (File 2-26675,
Registration Statement, Exhibit 2.07.)
*4.10 Sixth Supplemental Indenture dated as of July 1, 1967. (File 2-28806,
Registration Statement, Exhibit 2.08.)
*4.11 Seventh Supplemental Indenture dated as of April 1, 1969. (File 2-34089,
Registration Statement, Exhibit 2.10.)
*4.12 Eighth Supplemental Indenture dated as of August 15, 1969. (File 2-38102,
Registration Statement, Exhibit 2.10.)
*4.13 Ninth Supplemental Indenture dated as of September 1, 1970. (File 2-
38102, Registration Statement, Exhibit 2.12.)
*4.14 Resignation and Appointment of successor Individual Trustee. (File 2-
45994, Registration Statement, Exhibit 2.04L.)
*4.15 Tenth Supplemental Indenture dated as of June 15, 1975. (File 2-53814,
Registration Statement, Exhibit 2.03M-2.)
*4.16 Eleventh Supplemental Indenture dated as of March 15, 1976. (File 2-
55527, Registration Statement, Exhibit 2.03N-1.)
*4.17 Twelfth Supplemental Indenture dated as of January 15, 1977. (File 2-
57912, Registration Statement, Exhibit 2.03O-1.)
II-2
<PAGE>
EXHIBIT
NUMBER NATURE OF EXHIBIT
- - ------- -----------------
*4.18 Thirteenth Supplemental Indenture dated as of October 1, 1977. (File 2-
58838, Registration Statement, Exhibit 2.03P.)
*4.19 Fourteenth Supplemental Indenture dated as of September 1, 1978. (File
2-62330, Registration Statement, Exhibit 2.03Q-1.)
*4.20 Fifteenth Supplemental Indenture dated as of July 15, 1979. (File 2-
66779, Registration Statement, Exhibit 2.03R.)
*4.21 Sixteenth Supplemental Indenture dated as of January 15, 1980. (File 2-
66779, Registration Statement, Exhibit 2.03S.)
*4.22 Seventeenth Supplemental Indenture dated as of June 15, 1980. (File 2-
68600, Registration Statement, Exhibit 2.03T.)
*4.23 Eighteenth Supplemental Indenture dated as of February 15, 1981. (File
1-3573, Annual Report on Form 10-K for year ended December 31, 1980,
Exhibit 4-B-21.)
*4.24 Nineteenth Supplemental Indenture dated as of October 1, 1981. (File 1-
3573, Annual Report on Form 10-K for year ended December 31, 1981,
Exhibit 4-B-22.)
*4.25 Twentieth Supplemental Indenture dated as of May 1, 1982. (File 1-3573,
Quarterly Report on Form 10-Q for quarter ended June 30, 1982, Exhibit
4-B-23.)
*4.26 Twenty-first Supplemental Indenture dated as of July 1, 1982. (File 1-
3573, Quarterly Report on Form 10-Q for quarter ended June 30, 1982,
Exhibit 4-B-24.)
*4.27 Twenty-second Supplemental Indenture dated as of February 15, 1984.
(File 1-3573, Annual Report on Form 10-K for year ended December 31,
1983, Exhibit 4-B-25.)
*4.28 Twenty-third Supplemental Indenture dated as of November 1, 1984. (File
1-3573, Annual Report on Form 10-K for year ended December 31, 1984,
Exhibit 4-B-26.)
*4.29 Twenty-fourth Supplemental Indenture dated as of September 1, 1985.
(File 1-3573, Quarterly Report on Form 10-Q for quarter ended
September 30, 1985, Exhibit 4-B-27.)
*4.30 Twenty-fifth Supplemental Indenture dated as of September 15, 1986.
(File 1-3573, Quarterly Report on Form 10-Q for quarter ended
September 30, 1986, Exhibit 4-B-28.)
*4.31 Twenty-sixth Supplemental Indenture dated as of February 15, 1987. (File
1-3573, Annual Report on Form 10-K for year ended December 31, 1986,
Exhibit 4-B-29.)
*4.32 Resignation and Appointment of successor Individual Trustee. (File 33-
39211, Registration Statement, Exhibit 4.30.)
*4.33 Twenty-seventh Supplemental Indenture dated as of October 1, 1991. (File
1-3573, Current Report on Form 8-K dated October 1, 1991, Exhibit
4.31-A.)
*4.34 Twenty-eighth Supplemental Indenture dated as of May 15, 1992. (File 1-
3573, Current Report on Form 8-K dated May 21, 1992, Exhibit 4.31-B.)
*4.35 Twenty-ninth Supplemental Indenture dated as of March 15, 1993. (File 1-
3573, Current Report on Form 8-K dated March 24, 1993, Exhibit 4.32-A.)
II-3
<PAGE>
EXHIBIT
NUMBER NATURE OF EXHIBIT
- - ------ -----------------
*4.36 Thirtieth Supplemental Indenture dated as of October 1, 1993. (File 1-
3573, Current Report on Form 8-K dated October 7, 1993, Exhibit 4.34.A.)
*4.37 Rights Agreement dated as of February 25, 1992. (File 1-3573, Current
Report on Form 8-K dated February 26, 1992, Exhibit II.)
4.38 Dividend Reinvestment and Share Purchase Plan dated April 1, 1994.
5.1 Opinion of Sidley & Austin.
5.2 Opinion of Brent E. Gale, Esq.
23.1 Consent of Deloitte & Touche.
23.2 Consent of Arthur Andersen & Co.
23.3 Consent of Sidley & Austin (included in Exhibit 5.1).
23.4 Consent of Brent E. Gale, Esq. (included in Exhibit 5.2).
24 Powers of Attorney.
- - --------------------------
* Incorporated by reference.
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; (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; 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 this Registration Statement; provided, however, that
paragraphs (1)(i) and (1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in
this Registration Statement; (2) 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; and (4) for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company'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 this
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.
II-4
<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 of Davenport, State of Iowa, on the 21st of April, 1994.
IOWA-ILLINOIS GAS AND ELECTRIC COMPANY
By S. J. Bright
------------------------------------
Stanley J. Bright
Chairman of the Board of Directors,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on April 21, 1994 by the following
persons in the capacities indicated:
Signature Capacity
--------- --------
S. J. Bright Chairman of the Board of Directors,
- - ------------------------------ President and Director (Principal
Stanley J. Bright Executive Officer)
Lance E. Cooper Vice President--Finance and Chief
- - ------------------------------ Financial Officer and Director
Lance E. Cooper (Principal Financial Officer)
Peter E. Burks Controller (Principal Accounting
- - ------------------------------ Officer)
Peter E. Burks
* Director
- - ------------------------------
John W. Colloton
* Director
- - ------------------------------
Frank S. Cottrell
* Director
- - ------------------------------
William C. Fletcher
* Director
- - ------------------------------
Mel Foster, Jr.
* Director
- - ------------------------------
Nancy L. Seifert
* Director
- - ------------------------------
S. E. Shelton
* Director
- - ------------------------------
W. Scott Tinsman
* Director
- - ------------------------------
L. L. Woodruff
*By Lance E. Cooper
---------------------------
Lance E. Cooper
Attorney-in-Fact
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DOCUMENT DESCRIPTION
- - ------- --------------------
<C> <S>
*4.1 First Restated Articles of Incorporation. (File 1-3573, Annual Report
on Form 10-K for year ended December 31, 1993, Exhibit 3.A.)
*4.2 By-laws as amended through April 25, 1991. (File 1-3573, Annual Report
on Form 10-K for the year ended December 31, 1993, Exhibit 3.B.)
*4.3 Indenture of Mortgage and Deed of Trust dated as of March 1, 1947.
(File 2-6922, Registration Statement, Exhibit 7-B.)
*4.4 Supplemental Indenture dated as of March 1, 1947. (File 2-6922,
Registration Statement, Exhibit 7-C.)
*4.5 Second Supplemental Indenture dated as of October 1, 1949. (File 2-
8112, Registration Statement, Exhibit 7-B.)
*4.6 Third Supplemental Indenture dated as of January 15, 1953. (File 2-
9990, Registration Statement, Exhibit 4.04.)
*4.7 Resignation and Appointment of successor Individual Trustee. (File 2-
62330, Registration Statement, Exhibit 2.03E.)
*4.8 Fourth Supplemental Indenture dated as of April 15, 1960. (File 2-
17786, Registration Statement, Exhibit 2.06.)
*4.9 Fifth Supplemental Indenture dated as of May 1, 1961. (File 2-26675,
Registration Statement, Exhibit 2.07.)
*4.10 Sixth Supplemental Indenture dated as of July 1, 1967. (File 2-28806,
Registration Statement, Exhibit 2.08.)
*4.11 Seventh Supplemental Indenture dated as of April 1, 1969. (File 2-
34089, Registration Statement, Exhibit 2.10.)
*4.12 Eighth Supplemental Indenture dated as of August 15, 1969. (File 2-
38102, Registration Statement, Exhibit 2.10.)
*4.13 Ninth Supplemental Indenture dated as of September 1, 1970. (File 2-
38102, Registration Statement, Exhibit 2.12.)
*4.14 Resignation and Appointment of successor Individual Trustee. (File 2-
45994, Registration Statement, Exhibit 2.04L.)
*4.15 Tenth Supplemental Indenture dated as of June 15, 1975. (File 2-53814,
Registration Statement, Exhibit 2.03M-2.)
*4.16 Eleventh Supplemental Indenture dated as of March 15, 1976. (File 2-
55527, Registration Statement, Exhibit 2.03N-1.)
*4.17 Twelfth Supplemental Indenture dated as of January 15, 1977. (File 2-
57912, Registration Statement, Exhibit 2.03O-1.)
*4.18 Thirteenth Supplemental Indenture dated as of October 1, 1977. (File
2-58838, Registration Statement, Exhibit 2.03P.)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Document Description
- - ------- --------------------
<C> <S>
*4.19 Fourteenth Supplemental Indenture dated as of September 1, 1978. (File
2-62330, Registration Statement, Exhibit 2.03Q-1.)
*4.20 Fifteenth Supplemental Indenture dated as of July 15, 1979. (File 2-
66779, Registration Statement, Exhibit 2.03R.)
*4.21 Sixteenth Supplemental Indenture dated as of January 15, 1980. (File
2-66779, Registration Statement, Exhibit 2.03S.)
*4.22 Seventeenth Supplemental Indenture dated as of June 15, 1980. (File 2-
68600, Registration Statement, Exhibit 2.03T.)
*4.23 Eighteenth Supplemental Indenture dated as of February 15, 1981. (File
1-3573, Annual Report on Form 10-K for year ended December 31, 1980,
Exhibit 4-B-21.)
*4.24 Nineteenth Supplemental Indenture dated as of October 1, 1981. (File
1-3573, Annual Report on Form 10-K for year ended December 31, 1981,
Exhibit 4-B-22.)
*4.25 Twentieth Supplemental Indenture dated as of May 1, 1982. (File 1-
3573, Quarterly Report on Form 10-Q for quarter ended June 30, 1982,
Exhibit 4-B-23.)
*4.26 Twenty-first Supplemental Indenture dated as of July 1, 1982. (File 1-
3573, Quarterly Report on Form 10-Q for quarter ended June 30, 1982,
Exhibit 4-B-24.)
*4.27 Twenty-second Supplemental Indenture dated as of February 15, 1984.
(File 1-3573, Annual Report on Form 10-K for year ended December 31,
1983, Exhibit 4-B-25.)
*4.28 Twenty-third Supplemental Indenture dated as of November 1, 1984.
(File 1-3573, Annual Report on Form 10-K for year ended December 31,
1984, Exhibit 4-B-26.)
*4.29 Twenty-fourth Supplemental Indenture dated as of September 1, 1985.
(File 1-3573, Quarterly Report on Form 10-Q for quarter ended
September 30, 1985, Exhibit 4-B-27.)
*4.30 Twenty-fifth Supplemental Indenture dated as of September 15, 1986.
(File 1-3573, Quarterly Report on Form 10-Q for quarter ended
September 30, 1986, Exhibit 4-B-28.)
*4.31 Twenty-sixth Supplemental Indenture dated as of February 15, 1987.
(File 1-3573, Annual Report on Form 10-K for year ended December 31,
1986, Exhibit 4-B-29.)
*4.32 Resignation and Appointment of successor Individual Trustee. (File 33-
39211, Registration Statement, Exhibit 4.30.)
*4.33 Twenty-seventh Supplemental Indenture dated as of October 1, 1991.
(File 1-3573, Current Report on Form 8-K dated October 1, 1991,
Exhibit 4.31-A.)
*4.34 Twenty-eighth Supplemental Indenture dated as of May 15, 1992. (File
1-3573, Current Report on Form 8-K dated May 21, 1992, Exhibit 4.31-
B.)
*4.35 Twenty-ninth Supplemental Indenture dated as of March 15, 1993. (File
1-3573, Current Report on Form 8-K dated March 24, 1993, Exhibit 4.32-
A.)
*4.36 Thirtieth Supplemental Indenture dated as of October 1, 1993. (File 1-
3573, Current Report on Form 8-K dated October 7, 1993, Exhibit
4.34.A.)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Document Description
- - ------- --------------------
<C> <S>
*4.37 Rights Agreement dated as of February 25, 1992. (File 1-3573, Current
Report on Form 8-K dated February 26, 1992, Exhibit II.)
4.38 Dividend Reinvestment and Share Purchase Plan dated April 1, 1994.
5.1 Opinion of Sidley & Austin.
5.2 Opinion of Brent E. Gale, Esq.
23.1 Consent of Deloitte & Touche.
23.2 Consent of Arthur Andersen & Co.
23.3 Consent of Sidley & Austin (included in Exhibit 5.1).
23.4 Consent of Brent E. Gale, Esq. (included in Exhibit 5.2).
24 Powers of Attorney.
</TABLE>
_________________________
* Incorporated by reference.
<PAGE>
Exhibit 4.38
IOWA-ILLINOIS GAS AND ELECTRIC COMPANY
DIVIDEND REINVESTMENT AND
SHARE PURCHASE PLAN
April 1, 1994
<PAGE>
1. ADMINISTRATION
Iowa-Illinois Gas and Electric Company, an Illinois corporation (the
"Company"), will administer the Dividend Reinvestment and Share Purchase Plan
(the "Plan") and apply all dividends to be invested thereunder, as well as any
optional cash investments made thereunder, to the purchase of Common Shares, $1
par value (the "Common Shares"), of the Company for the respective accounts of
the participants (each a "Plan Participant"). The Company or its nominee will
act as custodian of the Common Shares purchased or held under the Plan.
2. ELIGIBILITY AND ENROLLMENT
Any holder of record of Common Shares is eligible to participate in the
Plan. A shareholder may enroll in the Plan by completing an Authorization Card
and returning it to the Company. An executed Authorization Card will direct the
Company to credit to the Plan Participant's account the cash dividends paid on
all or a designated portion of the Common Shares registered in his or her name
and on all Common Shares held in his or her Plan account. An Authorization Card
will also direct that all such cash dividends, together with any optional cash
investments made by such participant, be used to purchase Common Shares.
Participation in the Plan will begin with the first quarterly Common Share
dividend payment date occurring at least 20 days after receipt by the Company of
an Authorization Card.
3. MAXIMUM NUMBER OF COMMON SHARES TO BE SOLD
The Company shall not sell more than 2,000,000 newly issued Common Shares
under the Plan. After such number of shares has been sold, the Company may seek
the necessary regulatory approvals to sell additional newly issued Common Shares
hereunder or may reinstitute a plan comparable to the Shareholder Dividend
Reinvestment Plan (the "Old Plan") administered by The First National Bank of
Chicago in effect immediately prior to the date hereof. If the Company shall
change its issued Common Shares into an increased number of shares, with or
without par value, through a stock dividend or a split-up of shares, or into a
decreased number of shares, with or without par value, through a combination of
shares, then, effective with the record date for such change, the maximum number
of Common Shares which thereafter may be purchased under the Plan shall be the
maximum number of shares which, immediately prior to such record date, remained
available for purchase under the Plan proportionately increased, in the case of
such a stock dividend or split-up, or proportionately decreased, in the case of
such a combination.
4. FUNDS TO BE INVESTED
The funds to be applied to the purchase of Common Shares under the
Plan on behalf of each Plan Participant shall be such dividends paid on the
Common Shares registered in the name of such participant as are designated for
investment on such participant's Authorization Card, all dividends on Common
Shares
<PAGE>
held in such participant's account, including fractional Common Shares,
and any optional cash investments made by such participant.
Optional cash investments of $25 to $10,000 per quarterly Common Share
dividend payment date may be made by each Plan Participant for the purchase of
Common Shares under the Plan. Funds awaiting investment on the applicable
quarterly Common Share dividend payment date shall not bear interest.
A Plan Participant shall elect one of the participation options
described below. A Plan Participant may change his or her election by notifying
the Company in writing, and such change shall become effective on the first
quarterly Common Share dividend payment date occurring at least 20 days after
receipt of such notice.
"Full Dividend Investment": The dividends on all Common Shares
registered in the name of a Plan Participant, plus the dividends on
Common Shares held in his or her Plan account, plus any optional cash
investments, will be applied to the purchase of Common Shares under
the Plan.
"Partial Dividend Investment": The dividends on a specified number of
the Common Shares registered in the name of a Plan Participant, plus
the dividends on Common Shares held in his or her Plan account, plus
any optional cash investments, will be applied to the purchase of
Common Shares under the Plan.
"Optional Cash Investments": Optional cash investments, plus the
dividends on Common Shares held in a Plan Participant's account, will
be applied to the purchase of Common Shares under the Plan.
5. ACQUISITION OF SHARES
The Company shall apply the funds to be invested under the Plan on
each quarterly Common Share dividend payment date to the purchase of newly
issued Common Shares.
6. INVESTMENT PROCEDURES
a. Investment of Plan Participants' Funds; Certain Responsibilities of
the Company
In performing its obligations under the Plan, the Company will act on
behalf of the Plan Participants collectively. Each Plan Participant's funds may
be commingled with those of other Plan Participants. The Company shall not have
any responsibility for the purchase price at which Common Shares are acquired
for the Plan Participants' accounts or for future fluctuations in the market
value of such shares. The Company or
-2-
<PAGE>
its nominee will hold all Common Shares purchased or held under the Plan in its
name as custodian for the Plan Participants.
The purchase price of Common Shares acquired under the Plan on each
quarterly Common Share dividend payment date shall be the closing price for the
Common Shares on such date, as reported by The Wall Street Journal as New York
Stock Exchange -- Composite Transactions. If no trading occurs in the Common
Shares on such date, the purchase price will be such closing price for the
Common Shares on the next preceding business day on which such trading occurs.
Plan Participants shall pay no brokerage commissions on such purchases.
b. Investment Period
Common Shares purchased under the Plan shall be credited to Plan
Participants' accounts as of the close of business on each quarterly Common
Share dividend payment date, at which time dividend and voting rights will
commence with respect to the Common Shares then purchased under the Plan.
c. Number of Common Shares Purchased
The number of Common Shares purchased by each Plan Participant on each
quarterly Common Share dividend payment date will depend upon the amount of the
cash dividends (including dividends on Common Shares credited to such
participant's account), plus the amount of any optional cash investments to be
applied on such date to the purchase of, and the then applicable purchase price
for, Common Shares under the Plan. Whole and fractional shares (to three
decimal places) shall be credited to each Plan Participant's account.
7. ISSUANCE OF STOCK CERTIFICATES
The Company shall confirm the number of Common Shares purchased on
behalf of each Plan Participant as soon as practicable after each quarterly
Common Share dividend payment date by mailing a Plan account statement.
Certificate(s) for Common Shares held in a Plan Participant's account will be
issued to such participant only if requested in writing after the purchase of
such shares. A separate written request must be made for each withdrawal of
stock certificates. No certificates for a fractional Common Share shall be
issued.
8. VOTING RIGHTS
Each Plan Participant shall be entitled to vote all Common Shares
allocated to his or her Plan account. The proxy solicitation material sent to
the shareholders of the Company for any annual or special meeting of
shareholders will enable each Plan Participant to vote all Common Shares
allocated to his or her Plan account, as well as all other shares of the Company
registered in his or her name. The Company shall not vote any
-3-
<PAGE>
Common Shares allocated to a Plan Participant's account for which voting
instructions have not been received.
9. RETURN OF OPTIONAL CASH INVESTMENTS; TERMINATION OF PLAN PARTICIPATION;
CHANGES IN PLAN PARTICIPATION OPTION
A Plan Participant may stop any proposed optional cash investment or
terminate his or her participation in the Plan by written notice to the Company
as follows:
In the case of an optional cash investment, such notice must be
received by the Company at least three business days prior to the quarterly
Common Share dividend payment date on which such investment was to have been
applied to the purchase of Common Shares under the Plan. The Company shall
return the amount of such investment, without interest, as soon as practicable
to the forwarding Plan Participant.
In the case of termination of participation in the Plan, such notice
must be received by the Company at least 20 days prior to the next quarterly
Common Share dividend payment date. As soon as practicable following receipt of
such notice, the Company shall send one or more certificates for the number of
whole Common Shares allocated to the terminating Plan Participant's account.
Alternatively, at the written request of any terminating Plan Participant, the
Company will direct The First National Bank of Chicago, acting as agent for such
participant (the "Agent"), to sell such number of whole Common Shares credited
to such participant's account as he or she shall designate in writing, as more
particularly described in Section 10 below. In either case, the Company will
mail a check for the cash value of any fractional Common Share allocated to a
terminating Plan Participant's account based on the average sale price for the
Common Shares obtained by the Agent in selling Common Shares on behalf of Plan
Participants on the first date on which the Agent sells Common Shares after
receipt of such participant's notice, as set forth in Section 10 below.
Any Plan Participant can change his or her participation option by
completing and submitting a new Authorization Card or submitting another writing
specifying the change. Changes shall become effective on the first quarterly
Common Share dividend payment date occurring at least 20 days after receipt
thereof by the Company.
10. SALES OF COMMON SHARES
At the written request of a Plan Participant, the Company will direct
the Agent to sell such number of whole Common Shares held for such participant
under the Plan as he or she shall designate. Shares to be sold by the Agent
shall be accumulated and sold once during each week, except that requests
received by the Company from a Plan Participant in connection with the
termination of his or her participation in the Plan between a Common Share
dividend record date and the related dividend payment date shall be held and
processed after such dividend
-4-
<PAGE>
payment date. Promptly after such sale, the Company shall mail to each selling
Plan Participant a check for the net proceeds (after deducting all expenses of
sale, including brokerage commissions) derived from such sale by the Agent.
11. STOCK DIVIDENDS, STOCK SPLITS AND DISTRIBUTIONS
Any Common Shares distributed by the Company as a stock dividend on,
or in connection with a stock split of, the Common Shares held under the Plan
will be credited to each Plan Participant's account. If the Company makes
available to its common shareholders rights to purchase additional Common
Shares, debentures or other securities, the Company will direct the Agent to
sell all rights accruing to the Common Shares held under the Plan and invest the
net proceeds in Common Shares on the next quarterly Common Share dividend
payment date. Any Plan Participant who wishes to exercise such rights with
respect to the Common Shares credited to his or her Plan account must request in
writing that the Company issue a stock certificate for such shares, as described
in Section 7 above, prior to the record date for the receipt of such rights.
12. DEPOSIT OF CERTIFICATES FOR COMMON SHARES
A Plan Participant may deposit with the Company any Common Share
certificate now or hereafter registered in his or her name for credit under the
Plan. All cash dividends on Common Shares represented by certificates so
deposited with the Company shall be invested in Common Shares in accordance with
the Plan. There shall be no fees charged to a Plan Participant for this
custodial service.
13. LIABILITY OF THE COMPANY AND THE AGENT
Neither the Company nor the Agent shall be liable hereunder for any
act done in good faith or for any good faith omission to act, including, without
limitation: (1) any claims of liability arising out of the failure to terminate
a Plan Participant's account upon his or her death prior to receipt of written
notice thereof and (2) with respect to the prices at which Common Shares are
purchased or sold for the account of any Plan Participant or the time when such
purchases or sales are made.
14. GOVERNING LAW
The terms and conditions of the Plan shall be governed by the laws of
the State of Illinois.
-5-
<PAGE>
15. TERMINATION OR AMENDMENT OF THE PLAN
The Company, by action of its Board of Directors, may suspend, modify
or terminate the Plan at any time. Notice of such suspension, modification or
termination shall be given to all Plan Participants.
Without any action being required of the Company, the Plan shall
terminate when the 2,000,000 newly issued Common Shares available under the Plan
(as provided in Section 3 above) have been sold, unless the Company shall have
obtained the necessary regulatory approvals to sell additional newly issued
Common Shares hereunder. If at any time the number of newly issued Common
Shares remaining available for purchase under the Plan is less than the number
of Common Shares to be purchased on any quarterly Common Share dividend payment
date, the Company shall determine an equitable basis of apportioning available
Common Shares among all Plan Participants.
Upon termination of the Plan, at the option of the Company, either (a)
any optional cash investment credited to a Plan Participant's account, one or
more certificates for the number of whole Common Shares credited to such
participant's account and the cash equivalent of any fractional Common Share so
credited, determined as provided in Section 9 above, shall be delivered mailed
to such participant or (b) subject to the contrary written direction of any Plan
Participant, his or her Plan account shall remain in effect under any new
dividend reinvestment and share purchase plan applicable to the Common Shares of
the Company which may be adopted by the Company as a successor to the Plan.
16. MISCELLANEOUS
Subject to the general direction of the Company's Board of Directors,
the Plan shall be administered by the Company under the direction of its
Secretary.
The Secretary may approve the forms of any documents or writings
provided for in the Plan, may adopt, amend and rescind rules and regulations not
inconsistent with the Plan for carrying out the Plan and may construe the Plan.
The Secretary may delegate the responsibility for maintaining all or a portion
of the records pertaining to Plan Participants' accounts to persons not
affiliated with the Company. All expenses of administering the Plan shall be
paid by the Company.
-6-
<PAGE>
The term "business day" shall mean any day other than Saturday, Sunday
or a legal holiday in Illinois.
The Plan, and the Company's obligation to sell and deliver Common
Shares hereunder, shall be subject to all applicable federal, state and foreign
laws, rules and regulations, and to such approval, by any regulatory or
governmental agency as may, in the opinion of counsel for the Company, be
required.
-7-
<PAGE>
Exhibit 5.1
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
April 22, 1994
Iowa-Illinois Gas and Electric Company
206 East Second
Davenport, Iowa 52801
Re: 2,000,000 Common Shares
-----------------------
Ladies and Gentlemen:
We refer to (i) the proposed issuance and sale by you (the "Company") of up
to 2,000,000 of the Company's authorized but unissued Common Shares, $1.00 par
value (the "Common Shares"), pursuant to the Company's Dividend Reinvestment and
Share Purchase Plan (the "Plan") and (ii) the Registration Statement on Form S-3
(the "Registration Statement") being filed by you with the Securities and
Exchange Commission (the "SEC") under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to such issuance and sale.
We are familiar with the proceedings to date with respect to the proposed
issuance and sale of the Common Shares and have examined such records, documents
and questions of law, and satisfied ourselves as to such matters of fact, as we
have considered relevant and necessary as a basis for this opinion.
Based on the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and existing under the laws
of the State of Illinois.
2. The Common Shares will be legally issued, fully paid and non-assessable
when (i) the Registration Statement shall have become effective under the
Securities Act and (ii) certificates representing the Common Shares shall have
been duly executed, countersigned and registered and duly delivered upon payment
of the consideration therefor pursuant to the Plan.
<PAGE>
Iowa-Illinois Gas and Electric Company
April 22, 1994
Page 2
We do not find it necessary for the purposes of this opinion, and
accordingly we do not purport herein to cover, the application of the securities
or blue sky laws of the various states or the District of Columbia to the sale
of the Common Shares. In addition, in rendering the opinion expressed in
Paragraph 2, we do not purport to cover and are not expressing any opinion with
respect to the applicability to the Company or the proposed issuance and sale of
the Common Shares of the provisions of the Public Utility Holding Company Act of
1935, as amended, or the Investment Company Act of 1940, as amended, each of
such Acts being the subject of an opinion of even date herewith of Brent E.
Gale, Esq., General Counsel of the Company.
This opinion is limited to the laws of the United States of America (except
as noted above) and the State of Illinois.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to all references to our firm included in or made a
part of the Registration Statement.
Very truly yours,
/s/ Sidley & Austin
<PAGE>
Exhibit 5.2
Brent E. Gale, Esq.
Vice-President and General Counsel
Iowa-Illinois Gas and Electric Company
April 22, 1994
Iowa-Illinois Gas and Electric Company
206 East Second Street
Davenport, Iowa 52801
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
Re: 2,000,000 Common Shares
-----------------------
Ladies and Gentlemen:
This opinion is delivered in connection with the delivery to Iowa-Illinois
Gas and Electric Company (the "Company") of Sidley & Austin's opinion of even
date herewith, constituting Exhibit 5.1 to the Registration Statement on Form S-
3 (the "Registration Statement") to be filed by the Company with the Securities
and Exchange Commission under the Securities Act of 1993, as amended, with
respect to the proposed issuance and sale by the Company of up to 2,000,000 of
its authorized but unissued Common Shares, $1 par value (the "Common Shares"),
pursuant to the Company's Dividend Reinvestment and Share Purchase Plan.
As General Counsel for the Company, I am familiar with the proceedings to
date with respect to the proposed issuance and sale of the Common Shares and
have examined such records, documents and questions of law, and satisfied myself
as to such matters of fact, as I have considered relevant and necessary as a
basis for this opinion.
Based on the foregoing, I am of the opinion that:
1. The Company is not, is not directly or indirectly controlled by, and is
not acting on behalf of any person which is, an "investment company" within the
meaning of the Investment Company Act of 1940, as amended (the "1940 Act").
<PAGE>
Iowa-Illinois Gas and Electric Company
April 22, 1994
Page 2
2. Neither the Company nor any subsidiary of the Company is a "holding
company" or a subsidiary or affiliate of a "holding company" or a "subsidiary
company" of a "holding company" within the meaning of the Public Utility Holding
Company Act of 1935, as amended (the "1935 Act").
3. No approval, authorization, certificate or order of any federal
commission or regulatory authority is required under the 1940 Act or the 1935
Act, and the respective rules and regulations promulgated thereunder, and no
approval, authorization, certificate or order of any Iowa or Illinois regulatory
authority (other than the Order dated November 23, 1993 of the Illinois Commerce
Commission) is required, for the valid issuance and sale of the Common Shares.
I do not find it necessary for the purposes of this opinion, and
accordingly I do not purport herein to cover, the application of the securities
or blue sky laws of the various states or the District of Columbia to the sale
of the Common Shares.
This opinion is limited to the laws of the United States of America and the
States of Illinois and Iowa.
I hereby consent to the filing of this opinion as Exhibit 5.2 to the
Registration Statement and to all references to my name included in or made a
part of the Registration Statement.
Very truly yours
/s/ Brent E. Gale, Esq.
<PAGE>
Exhibit 23.1
Deloitte & Touche
Northwest Bank Building
101 West Second Street
Davenport, Iowa 52801-1813
INDEPENDENT AUDITORS' CONSENT
-----------------------------
We consent to the incorporation by reference in this Registration Statement
of Iowa-Illinois Gas and Electric Company on Form S-3 of our reports dated
January 26, 1994, appearing in and incorporated by reference in the Annual
Report on Form 10-K of Iowa-Illinois Gas and Electric Company for the year ended
December 31, 1993 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
April 22, 1994
Davenport, Iowa
<PAGE>
Exhibit 23.2
Arthur Andersen & Co.
33 West Monroe Street
Chicago, Illinois 60603
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accounts, we hereby consent to the incorporation by
reference in this registration statement of our reports dated January 28, 1993,
covering the consolidated balance sheet and statement of capitalization of Iowa-
Illinois Gas and Electric Company and Subsidiary Company as of December 31,
1992, and the related statements of income, retained earnings and cash flows for
each of the two years in the period ended December 31, 1992, and the financial
statement schedules listed in Item 14(a)(2) as of December 31, 1992, and for the
two years then ended, included or incorporated by reference in the Company's
Form 10-K for the year ended December 31, 1993 (Commission file number 1-3573),
and to all references to our firm included in this registration statement. It
should be noted that we have not audited any financial statements of the Company
subsequent to December 31, 1992, or performed any audit procedures subsequent to
the date of our report.
ARTHUR ANDERSEN & CO.
April 22, 1994
Chicago, Illinois
<PAGE>
Exhibit 24
POWER OF ATTORNEY
-----------------
The undersigned, a Director and/or Officer of Iowa-Illinois Gas and
Electric Company, an Illinois corporation, does hereby constitute and appoint S.
J. Bright, L. E. Cooper, and K. M. Giger his or her true and lawful attorneys
and agents, each with full power and authority (acting alone and without the
others) to execute in the name and on behalf of the undersigned as such Director
and/or Officer, a Registration Statement under the Securities Act of 1933, as
amended, with respect to 2,000,000 of the Company's Common Shares, $1.00 par
value, for issuance and sale under the Company's Dividend Reinvestment and Share
Purchase Plan and to execute any and all amendments to such Registration
Statement, whether filed prior or subsequent to the time such Registration
Statement becomes effective. The undersigned hereby grants unto such attorneys
and agents, and each of them, full power of substitution and revocation in the
premises and hereby ratifies and confirms all that such attorneys and agents may
do or cause to be done by virtue of these presents.
Dated this 13th day of April, 1994.
/s/ John W. Colloton
---------------------------
John W. Colloton
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned, a Director and/or Officer of Iowa-Illinois Gas and
Electric Company, an Illinois corporation, does hereby constitute and appoint S.
J. Bright, L. E. Cooper, and K. M. Giger his or her true and lawful attorneys
and agents, each with full power and authority (acting alone and without the
others) to execute in the name and on behalf of the undersigned as such Director
and/or Officer, a Registration Statement under the Securities Act of 1933, as
amended, with respect to 2,000,000 of the Company's Common Shares, $1.00 par
value, for issuance and sale under the Company's Dividend Reinvestment and Share
Purchase Plan and to execute any and all amendments to such Registration
Statement, whether filed prior or subsequent to the time such Registration
Statement becomes effective. The undersigned hereby grants unto such attorneys
and agents, and each of them, full power of substitution and revocation in the
premises and hereby ratifies and confirms all that such attorneys and agents may
do or cause to be done by virtue of these presents.
Dated this 21st day of April, 1994.
/s/ Frank S. Cottrell
-----------------------------
Frank S. Cottrell
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned, a Director and/or Officer of Iowa-Illinois Gas and
Electric Company, an Illinois corporation, does hereby constitute and appoint S.
J. Bright, L. E. Cooper, and K. M. Giger his or her true and lawful attorneys
and agents, each with full power and authority (acting alone and without the
others) to execute in the name and on behalf of the undersigned as such Director
and/or Officer, a Registration Statement under the Securities Act of 1933, as
amended, with respect to 2,000,000 of the Company's Common Shares, $1.00 par
value, for issuance and sale under the Company's Dividend Reinvestment and Share
Purchase Plan and to execute any and all amendments to such Registration
Statement, whether filed prior or subsequent to the time such Registration
Statement becomes effective. The undersigned hereby grants unto such attorneys
and agents, and each of them, full power of substitution and revocation in the
premises and hereby ratifies and confirms all that such attorneys and agents may
do or cause to be done by virtue of these presents.
Dated this 13th day of April, 1994.
/s/ William C. Fletcher
-----------------------------
William C. Fletcher
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned, a Director and/or Officer of Iowa-Illinois Gas and
Electric Company, an Illinois corporation, does hereby constitute and appoint S.
J. Bright, L. E. Cooper, and K. M. Giger his or her true and lawful attorneys
and agents, each with full power and authority (acting alone and without the
others) to execute in the name and on behalf of the undersigned as such Director
and/or Officer, a Registration Statement under the Securities Act of 1933, as
amended, with respect to 2,000,000 of the Company's Common Shares, $1.00 par
value, for issuance and sale under the Company's Dividend Reinvestment and Share
Purchase Plan and to execute any and all amendments to such Registration
Statement, whether filed prior or subsequent to the time such Registration
Statement becomes effective. The undersigned hereby grants unto such attorneys
and agents, and each of them, full power of substitution and revocation in the
premises and hereby ratifies and confirms all that such attorneys and agents may
do or cause to be done by virtue of these presents.
Dated this 16th day of April, 1994.
/s/ Mel Foster, Jr.
----------------------------
Mel Foster, Jr.
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned, a Director and/or Officer of Iowa-Illinois Gas and
Electric Company, an Illinois corporation, does hereby constitute and appoint S.
J. Bright, L. E. Cooper, and K. M. Giger his or her true and lawful attorneys
and agents, each with full power and authority (acting alone and without the
others) to execute in the name and on behalf of the undersigned as such Director
and/or Officer, a Registration Statement under the Securities Act of 1933, as
amended, with respect to 2,000,000 of the Company's Common Shares, $1.00 par
value, for issuance and sale under the Company's Dividend Reinvestment and Share
Purchase Plan and to execute any and all amendments to such Registration
Statement, whether filed prior or subsequent to the time such Registration
Statement becomes effective. The undersigned hereby grants unto such attorneys
and agents, and each of them, full power of substitution and revocation in the
premises and hereby ratifies and confirms all that such attorneys and agents may
do or cause to be done by virtue of these presents.
Dated this 14th day of April, 1994.
/s/ Nancy L. Seifert
----------------------------
Nancy L. Seifert
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned, a Director and/or Officer of Iowa-Illinois Gas and
Electric Company, an Illinois corporation, does hereby constitute and appoint S.
J. Bright, L. E. Cooper, and K. M. Giger his or her true and lawful attorneys
and agents, each with full power and authority (acting alone and without the
others) to execute in the name and on behalf of the undersigned as such Director
and/or Officer, a Registration Statement under the Securities Act of 1933, as
amended, with respect to 2,000,000 of the Company's Common Shares, $1.00 par
value, for issuance and sale under the Company's Dividend Reinvestment and Share
Purchase Plan and to execute any and all amendments to such Registration
Statement, whether filed prior or subsequent to the time such Registration
Statement becomes effective. The undersigned hereby grants unto such attorneys
and agents, and each of them, full power of substitution and revocation in the
premises and hereby ratifies and confirms all that such attorneys and agents may
do or cause to be done by virtue of these presents.
Dated this 12th day of April, 1994.
/s/ S. E. Shelton
-----------------------------
S. E. Shelton
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned, a Director and/or Officer of Iowa-Illinois Gas and
Electric Company, an Illinois corporation, does hereby constitute and appoint S.
J. Bright, L. E. Cooper, and K. M. Giger his or her true and lawful attorneys
and agents, each with full power and authority (acting alone and without the
others) to execute in the name and on behalf of the undersigned as such Director
and/or Officer, a Registration Statement under the Securities Act of 1933, as
amended, with respect to 2,000,000 of the Company's Common Shares, $1.00 par
value, for issuance and sale under the Company's Dividend Reinvestment and Share
Purchase Plan and to execute any and all amendments to such Registration
Statement, whether filed prior or subsequent to the time such Registration
Statement becomes effective. The undersigned hereby grants unto such attorneys
and agents, and each of them, full power of substitution and revocation in the
premises and hereby ratifies and confirms all that such attorneys and agents may
do or cause to be done by virtue of these presents.
Dated this 21st day of April, 1994.
/s/ W. Scott Tinsman
-----------------------------
W. Scott Tinsman
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned, a Director and/or Officer of Iowa-Illinois Gas and
Electric Company, an Illinois corporation, does hereby constitute and appoint S.
J. Bright, L. E. Cooper, and K. M. Giger his or her true and lawful attorneys
and agents, each with full power and authority (acting alone and without the
others) to execute in the name and on behalf of the undersigned as such Director
and/or Officer, a Registration Statement under the Securities Act of 1933, as
amended, with respect to 2,000,000 of the Company's Common Shares, $1.00 par
value, for issuance and sale under the Company's Dividend Reinvestment and Share
Purchase Plan and to execute any and all amendments to such Registration
Statement, whether filed prior or subsequent to the time such Registration
Statement becomes effective. The undersigned hereby grants unto such attorneys
and agents, and each of them, full power of substitution and revocation in the
premises and hereby ratifies and confirms all that such attorneys and agents may
do or cause to be done by virtue of these presents.
Dated this 14th day of April, 1994.
/s/ L. L. Woodruff
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L. L. Woodruff
