As filed with the Securities and Exchange Commission on January 25, 1995.
Registration No. 33-56981
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-3/A
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
________________
IES INDUSTRIES INC.
(Exact Name of Registrant as Specified in Charter)
IOWA 42-1271452
(State of Incorporation) (IRS Employer
Identification Number)
IES Tower
200 First Street S.E.
P.O. Box 351
Cedar Rapids, Iowa 52406
(319) 398-4411
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
Stephen W. Southwick
Vice President, General Counsel &
Secretary
IES Industries Inc.
200 First Street S.E.
Cedar Rapids, Iowa 52401
(319) 398-8147
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Approximate date of commencement of proposed sale of
securities to the public: As soon as practicable after this
Registration Statement becomes effective.
If the only securities being registered on this form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. /_/
If any of the securities being registered on this form
are to be offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or
interest reinvestment plans, check the following box. /_/
As permitted by Rule 429 under the Securities Act of
1933, the prospectus related to this Registration Statement
also covers securities registered under the Form S-3
Registration Statement (File No. 33-57090). As of January 25,
1995, 1,065,861 shares remain available for sale under this
Registration Statement.
_______________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price Per Offering Registration
to be Registered Registered Share Price Fee
[1] [1] [1]
Common Stock (without
par value) [2] 400,000 25.56 $10,224,000 $3,526
________________________________________
1. Pursuant to Rule 457(h) and Rule 457(c), the proposed
maximum offering price per share, proposed maximum aggregate
offering price and the registration fee are based on the
average of the high and low price for IES Industries Inc.
Common Stock as reported on the New York Stock Exchange for
December 16, 1994.
2. The Registration Statement also pertains to rights to
purchase 1/100ths of one share of Series A Cumulative
Preferred Stock of the Registrant (the "Rights"). Until the
occurrence of certain prescribed events the Rights are
not exercisable, are evidenced by the certificates for IES
Industries Inc. Common Stock and will be transferred along
with and only with such securities. Thereafter, separate
Rights certificates will be issued representing one Right for
each share of Common Stock held subject to adjustment pursuant
to antidilution provisions.
The Registrant hereby amends this Registration Statement to state
that the Registration Statement shall become effective on January
27, 1995 or as soon as practicable thereafter on such date as the
Commission acting pursuant to said Section 8(a), may determine and
hereby requests that the Commission accelerate the effectiveness of
this Registration Statement under said Section 8(a).
<PAGE>
IES INDUSTRIES INC.
IES Tower
200 First Street S.E.
Cedar Rapids, Iowa 52401
(319) 398-7755
Dividend Reinvestment and Stock Purchase Plan
1,465,861 Shares
Common Stock
No Par Value
The Dividend Reinvestment and Stock Purchase Plan
("Plan") of IES Industries Inc. (the "Company") provides
individual investors with a variety of services, including (1)
automatic reinvestment of Dividends paid on Shares of IES
Industries Inc. Common Stock ("Common Stock"), (2) a means of
making Optional Cash Payments of up to $120,000 per annum, (3)
a free custodial service for depositing Common Stock
certificates with the Plan Administrator for safekeeping, (4)
the ability to sell Shares of Common Stock through the Plan
and (5) the ability for Customers of IES Utilities Inc. to
purchase their initial Plan Shares directly from the Company.
The Company's Common Stock is listed on the New York
Stock Exchange. The ticker symbol of the Company is "IES
Ind". No brokerage commissions, fees or service charges will
be charged to participants for purchases made under the Plan.
The Shares purchased under the Plan will either be original
issue Shares or, at the option of the Company, Shares
purchased in the open market.
The price of Common Stock purchased under the Plan (a) if
purchased on the open market or by negotiated transaction, or
(b) if original issue Shares, will be 100% of the average of
the high and low sales prices of the Shares of Common Stock of
the Company on the Investment Date (excluding brokerage fees)
as defined herein, on the New York Stock Exchange Composite
Tape as reported in the Midwest Edition of the Wall Street
Journal or, if the New York Stock Exchange is not open for
trading on such date, the next day on which the New York Stock
Exchange is open for trading. All shares purchased under the
Plan will be registered with the Securities and Exchange
Commission whether purchased on the open market or original
issue.
All terms and conditions governing the Plan are contained
in this Prospectus. It is suggested that this Prospectus be
retained for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE 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 January 27, 1995.
IES Industries Inc. Dividend Reinvestment and Stock Purchase
Plan
TABLE OF CONTENTS
Available Information 2
Incorporation Of Certain Documents By Reference 3
Dividend Reinvestment And Stock Purchase Plan 4
1. What Is The Purpose Of The Plan? 4
2. Who Administers The Plan? 5
3. How Do I Enroll In The Plan? 5
4. Do I Already Have To Own Shares Of Company Stock To Join
The Plan? 6
5. How Do I Sign Up For Different Options Under The Plan? 6
6. How Do I Make Optional Cash Payments Into My Plan
Account? 6
7. When Does Participation In The Plan Begin? 7
8. When Are Shares Purchased By The Administrator? 7
9. How Is The Purchase Price Of Shares Determined? 7
10. Will I Receive A Statement On My Plan Account? 7
11. Will I Receive Stock Certificates For Shares Purchased
Through The Plan? 8
12. Will The Company Safekeep The Certificates For Me? 8
13. What Are My Options Under The Plan To Purchase Common
Stock? 8
14. What Are My Plan Options? 9
15. May I Change My Plan Options? 9
16. How Do I Sell My Shares? 9
17. How Do I Discontinue Reinvesting My Dividends? 9
18. How Do I Terminate My Participation In The Plan? 10
19. What Happens If The Company Has A Rights Offering,
A Stock Split Or Pays A Dividend? 10
20. How Will Shares Held Under The Plan Be Voted At Meetings
Of Shareholders? 10
21. What Is The Responsibility Of The Company and
Administrator? 10
22. May The Plan Be Changed? 11
Federal Income Tax Consequences 11
Indemnification 11
Legal Opinion and Experts 11
Available Information
IES Industries Inc. (the "Company" or "IES") 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 "Commission"). Such reports, proxy statements and other
information can be inspected at the public reference
facilities maintained by the Commission at 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549, or at the Regional
Offices of the Commission located at 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511 and 75 Park Place,
14th Floor, New York, New York 10007. Copies of such material
can also be obtained from the Commission at prescribed rates.
Written requests for such material should be addressed to the
Public Reference Section, Securities and Exchange Commission,
450 Fifth Street, N.W., Washington, D.C. 20549. Such reports,
proxy statements and other information can also be inspected
and copied at the offices of the New York Stock Exchange, 20
Broad Street, New York, New York 10005, on which exchange the
Company's Common Stock is listed.
The Company has filed with the Commission a Registration
Statement with respect to the Common Stock offered hereby.
This Prospectus does not contain all of the information in the
Registration Statement and in the exhibits and schedules
thereof. For further information, reference is made to the
Registration Statement and to the exhibits and schedules filed
therewith, which may be inspected without charge at the office
of the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549. Copies of such documents may also be
obtained from the Commission at prescribed rates.
_______________________
No person has been authorized to give any information or
to make any representation not contained in this Prospectus
and, if given or made, such information or representation must
not be relied upon as having been authorized. This Prospectus
does not constitute an offer of any securities other than the
registered securities to which it relates, or an offer to any
person in any jurisdiction where such offer would be unlawful.
The delivery of the Prospectus at any time does not imply that
the information herein is correct as of any time subsequent to
its date.
_______________________
Incorporation Of Certain Documents By Reference
The following documents filed with the Commission
pursuant to the Exchange Act are incorporated in this
Prospectus by reference:
1. the Company's Annual Report on Form 10-K for the
year ended December 31, 1993;
2. the Company's Quarterly Reports on Form 10-Q
for the quarters ended March 31, 1994, June 30,1994
and September 30, 1994;
3. the description of the Company's Common Stock
contained in the IE Industries Inc.'s
Registration Statement on Form 8-B filed June 20, 1986,
as amended;
4. the description of the share purchase rights
associated with the Company's Common Stock
contained in the Company's Registration Statement on Form 8-A
filed November 13, 1991, as amended; and
All reports and other documents subsequently filed by the
Company pursuant to Sections 13, 14 or 15 (d) of the Exchange
Act and prior to the termination of the offering of the Common
Stock hereby offered shall be deemed to be incorporated by
reference into this Prospectus and to be a part hereof. Such
documents, and the documents listed above, as hereinafter
referred to as "Incorporated Documents", provided, however,
that the documents enumerated above or subsequently filed by
the Company pursuant to Sections 13, 14 or 15 (d) of the
Exchange Act prior to the filing of the Company's next Annual
Report or Form 10-K with the Commission shall not be
incorporated by reference in this prospectus or be a part
hereof from and after any such filing of an Annual Report on
Form 10-K.
Any statement contained herein or in an Incorporated
Document shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement.
Any such statement so modified or superseded shall not be
deemed, except as modified or superseded, to constitute a part
of this Prospectus.
The information relating to the Company contained in this
Prospectus summarizes, is based upon, or refers to,
information and financial statements contained in one or more
Incorporated Documents; accordingly, such information
contained herein is qualified in its entirety by reference to
Incorporated Documents and should be read in conjunction
therewith.
The Company will provide without charge to each person to
whom a copy of the Prospectus has been delivered, upon written
or oral request of any such person, a copy of any or all of
the Incorporated Documents, other than exhibits to such
documents (unless such exhibits are specifically incorporated
by reference into such documents). Requests for such copies
should be directed to IES Industries Inc., Shareholder
Services, IES Tower, 200 First Street SE, Cedar Rapids, Iowa
52401 Telephone: (319) 398-7755 or 1-800-247-9785.
IES INDUSTRIES INC.
Dividend Reinvestment and Stock Purchase Plan
THE PLAN
The Plan consists of the following definitions and 22
numbered questions and answers.
Definitions
The following defined terms shall have the meanings set
forth in this Section:
"Administrator" means the Shareholder Services Department of
IES Industries Inc.
"Common Stock" means the common stock, no par value, of IES
Industries Inc.
"Company" or "IES" means IES Industries Inc., an Iowa
corporation.
"Customer" means IES Utilities Inc.'s residential and farm
utility customers.
"Dividend" means any cash dividends, as declared from time to
time, on the Common Stock payable to holders of record on the
Dividend Record Date.
"Dividend Payment Date" means the date on which Dividends are
payable on the Company's Common Stock.
"Dividend Record Date" means the date on which a person or
entity must be a registered shareholder of Common Stock in
order to receive dividends.
"Initial Investment" means the first investment a Participant
makes in the Plan.
"Investment Date" means: (a) with respect to reinvested
Dividends, the Dividend Payment Date; and (b) with respect to
Optional Cash Payments and Initial Investments, the first
business day of the month following receipt of such Optional
Cash Payments or Initial Investments.
"Optional Cash Payment" means a periodic cash investment for
the purchase of Common Stock under the Plan.
"Participant" means a person participating in the Plan.
"Plan" means the Company Dividend Reinvestment and Stock
Purchase Plan.
"Safekeeping" means depositing your Common Stock certificates
into your Plan account under the Share Safekeeping Service for
protection from loss, theft or destruction.
"Plan Shares" means the shares of Common Stock held by the
Company in a Participant's Plan account.
1. What Is The Purpose Of The Plan?
The purpose of the Plan is to provide Participants with a
simple and convenient method of purchasing Shares of the
Company's Common Stock and to enable shareholders of record to
invest their quarterly Dividends or to make Optional Cash
Payments, or both, thereby increasing their ownership of
Shares of Common Stock, without payment of any brokerage
commission or service charge.
Purchases of original issue Common Stock under the Plan
will provide the Company with funds which will be applied
toward general corporate purposes, including investments in
the Company's subsidiaries to finance capital expenditures and
investment programs.
2. Who Administers The Plan?
The Company, through the Administrator, administers the
Plan, keeps records, sends statements and issues Shares of
Common Stock from the Company as agent for the Participants in
the Plan. The Administrator will keep a continuous record for
each Participant of purchases of Common Stock on behalf of
such Participant, and the Administrator will send to each
Participant a statement of account for each month in which a
transaction takes place. An independent broker, not an affiliate
of the Company, designated by the Administrator will make purchases
and sales of Shares for the Plan in the open market. Subject to
applicable securities laws and certain limitations, the independent
broker shall have full discretion as to the timing of, and all matters
relating to, purchases and sales of Shares for the Plan. The Company
believes that its serving as Administrator rather than a registered
broker-dealer or a federally insured banking institution poses no
material risks to Participants.
All notices and correspondence concerning the Plan should
be directed to:
IES Industries Inc.
Shareholder Services
P.O. Box 351
Cedar Rapids, Iowa 52406
Telephone: (319) 398-7755 or 1-800-247-9785
If by overnight courier, registered mail or personal
delivery, to:
IES Industries Inc.
IES Tower
Shareholder Services
200 First Street SE
Cedar Rapids, Iowa 52401
You should include in all correspondence your name,
shareholder account number, address, telephone number during
business hours and your Taxpayer Identification Number or
Social Security Number to facilitate a prompt response.
Notices will be directed to each Participant at the last
address of record. If you change your address, please notify
Shareholder Services in writing immediately.
All administrative costs of the Plan will be paid by the
Company.
3. How Do I Enroll In The Plan?
If you are currently a common shareholder of record, but
not a Participant, you may enroll in the Plan at any time by
signing and returning an Authorization Card. If you are a
beneficial owner of Common Stock whose Shares are registered
in names other than your own (e.g., broker),in order to become
eligible to participate in the Plan, you must become a shareholder
of record by having your Shares transferred into your name.
To do so, you should contact the broker holding the Shares and arrange
to withdraw those Shares in certificate form. Those certificates
could then be deposited with the Company under the Plan Share
Safekeeping Service, described below in Question 12. Beneficial
owners can participate in the Plan by making arrangements through
a trustee or bank nominee.
The Company reserves the right to exclude any person from
participation in the Plan upon giving notice of such exclusion
by registered mail sent to such person's address as reflected
on the Company's records. In addition, if it appears to the
Company that any person is using or contemplating the use of
the optional cash payment investment mechanism in a manner or
with an effect that, in the sole judgment and discretion of
the Company, is not in the best interests of the Company or
its other shareholders, then the Company may decline to issue
all or any portion of the Shares of Common Stock for which any
optional cash payment by or on behalf of such Participants is
tendered. Such optional cash payment (or the portion thereof
not to be invested in Shares of Common Stock) will be returned
by the Company as promptly as practicable, without interest.
4. Do I Already Have To Own Shares Of Company Stock To Join
The Plan?
If you are not a shareholder of record but are a Customer
of IES Utilities Inc., you may join the Plan by completing and
signing a Direct Purchase Form and returning it together with
an initial payment of not less than $50, which will be used to
make an investment in Common Stock for your Plan account. Upon
acceptance of your cash payment, you will become a Participant
under the Plan.
5. How Do I Sign Up For Different Options Under The Plan?
You may choose from a variety of services and options
under the Plan, including (1) automatic reinvestment of
Dividends paid on Shares of Common Stock, (2) Optional Cash
Payments of up to $120,000 per annum, (3) a free custodial
service for depositing Common Stock certificates with the Plan
Administrator for safekeeping, (4) the ability to sell Shares
of Common Stock through the Plan and (5) the ability to
purchase your initial Plan Shares directly from the Company if
you are a Customer of IES Utilities Inc.
The Authorization Card is how you indicate to the Company
which Dividend and Optional Cash Payment options you have
chosen for your Plan account. The Authorization Card directs
the Company, as Administrator of the Plan, of your Plan
choices, including 1) automatic reinvestment of Dividends paid
on Shares of Common Stock, (2) the option to receive a check
or electronic deposit or to reinvest all or part of any
Dividend or (3) Optional Cash Payments of up to $120,000 per
annum.
The Safekeeping Deposit Form is used to sign up for the
free custodial service for depositing Common Stock
certificates with the Plan Administrator for Safekeeping. The
Direct Purchase Form is used to purchase your initial Plan
Shares directly from the Company if you are a Customer of IES
Utilities Inc. If you wish to sell Shares of Common Stock
through the Plan, please refer to Question 16.
BY SIGNING THE AUTHORIZATION CARD, SAFEKEEPING DEPOSIT
FORM OR DIRECT PURCHASE FORM, YOU ARE ACKNOWLEDGING THAT YOU
RECEIVED A PLAN PROSPECTUS AND THAT YOU AGREE TO THE TERMS AND
CONDITIONS CONTAINED THEREIN.
6. How Do I Make Optional Cash Payments Into My Plan
Account?
Once you are enrolled in the Plan, you may purchase
additional shares using the Plan's optional cash payment
feature. The only restrictions that apply to making these
investments are that they be made in amounts of not less than
$25 per payment and that the initial Optional Cash Payment be
accompanied by a signed Authorization Card. Optional Cash
Payments are subject to an annual limitation of $120,000. The
Company reserves the right to review and accept any Optional
Cash Payments in excess of $120,000 per annum.
The Administrator will invest your payment on the next
Investment Date, provided it is received no later than 12:00
noon on the Investment Date. The Administrator will commingle
your payment with those of other participants and apply them
to the purchase of additional Shares of Common Stock.
As is the case with Initial Investments, the Company will
not pay interest on any Optional Cash Payments received and
held by the Company for investments under the Plan and
payments do not earn Dividends prior to their investment.
Upon written request, the Company will refund your
Initial Investment or any Optional Cash Payment, provided your
request is received by the Company at least two business days
prior to the pertinent Investment Date. Refunds will be made
within ten business days.
All Optional Cash Payments must be made by check for U.S.
dollars, be drawn on a U.S. bank payable to IES Industries
Inc., and are subject to collection by the Company of the full
face value in U.S. funds.
7. When Does Participation In The Plan Begin?
If the Authorization Card is received by the
Administrator no later than five (5) business days prior to
Dividend Record Date for a Common Stock Dividend payment
(Dividend Payment Dates for the Company's Common Stock are
normally the first days of January, April, July and October),
the Administrator's purchase of Common Stock with Dividends on
behalf of a participant will be effected normally on such
Dividend Payment Date or, if the New York Stock Exchange is
not open for trading on such date, the next day on which the
New York Stock Exchange is open for trading.
If the Authorization Card is received by the
Administrator after the Dividend Record Date for a Dividend
payment, the Administrator's reinvestment of Dividends on
behalf of a participant will not be effected until the
following Dividend Payment Date.
Any Optional Cash Payments submitted with the
Authorization Card will be invested on the next Investment
Date as described in Question 8.
8. When Are Shares Purchased By The Administrator?
The dates on which the Administrator will purchase Common
Stock with reinvested Dividends or Optional Cash Payments are
referred to herein as "Investment Date."
The Investment Date for the reinvestment of cash
Dividends will normally be the Dividend Payment Date or, if
the New York Stock Exchange is not open for trading on such
date, the next day on which the New York Stock Exchange is
open for trading. The Investment Date for the investment of
Optional Cash Payments will be the first day on which the New
York Stock Exchange is open for trading in each month.
Optional Cash Payments received no later than 12:00 noon on
the Investment Date will be invested on the Investment Date.
Optional Cash Payments received after 12:00 noon on the
Investment Date will be held until the Investment Date in the
following month.
No interest will be paid on such Optional Cash Payments
held in this manner. No such Optional Cash Payments will be held
by the Company for more than 35 days.
Upon written request, the Company will refund your
Initial Investment or any Optional Cash Payment, provided your
request is received by the Company at least two business days
prior to the pertinent Investment Date. Refunds will be made
within ten business days.
9. How Is The Purchase Price of Shares Determined?
The price you pay for purchased Shares
A. if purchased on the open market or by negotiated transaction; or
B. if purchased from the Company (original issue Shares);
will be 100% of the average of the high and low sales
prices of the Shares of Common Stock of the Company on the
Investment Date (excluding brokerage fees). The decision of the
Company as to whether open market or original issue shares will
be used will be based upon current business and financial
conditions.
No brokerage fees will be paid by Participants in
connection with purchases of Common Stock through the Plan.
Participants should recognize that the Company cannot provide
any assurance of profit or protection against loss on any Shares
purchased under the Plan. Participants bear the market risk
associated with fluctuations in the price of Common Stock.
10. Will I Receive A Statement On My Plan Account?
If you are reinvesting your Dividends or making an
Optional Cash Payment, you will receive a statement of account
from the Administrator after each month in which a transaction
is made. The detailed statement will be mailed to you
indicating, among other things, the number of Shares purchased
and the average cost per share. These statements are your
continuing record of the cost of your purchases and should be
retained for income tax purposes. You will also receive the
same communications as every other shareholder, including the
Company's Annual Report, Notice of Annual Meeting and Proxy
Statement. The Administrator will provide you with the
necessary Internal Revenue Service information for reporting
Dividends on Shares in your Plan account.
11. Will I Receive Stock Certificates For Shares Purchased
Through The Plan?
All Shares purchased on your behalf through the Plan will
be held by the Administrator in book-entry form. You can,
however, at any time and without charge, obtain a certificate
for all or part of the whole Shares credited to your Plan
account by making a request in writing to the Company.
12. Will The Company Safekeep The Certificates For Me?
Your stock certificates are valuable documents
representing your investment and ownership in IES Industries
Inc. They should be kept in a secure place where they will be
protected from loss, theft or destruction. The Plan's Share
Safekeeping Service provides for such protection for your
Company common stock certificates by allowing you to deposit
all the certificates for Common Stock held by you with the
Administrator for safekeeping. The Share Safekeeping Service
keeps your Common Stock on deposit in your Plan account at no
cost to you.
At the time you enroll in the Plan, or at any later time,
Participants may use the Plan's Share Safekeeping Service to
deposit all Company Common Stock certificates in your
possession with the Company. Shares deposited will be
transferred into the name of the Company or its nominee and
credited to your account under the Plan. Certificates
deposited with the Administrator for safekeeping are treated
in the same manner as Shares purchased through the Plan, and
may be conveniently and efficiently sold or transferred
through the Plan.
If you wish, the Plan's Share Safekeeping Service may be
used while continuing to receive Dividends paid by check or
electronic deposit on your entire holdings in the Plan. If
you want this service, at the time of enrollment, check the
"Share Safekeeping Only" box on the Authorization Card. You
may join the Share Safekeeping Service at any time after
enrollment by completing a Safekeeping Deposit Form.
To participate in the Share Safekeeping Service, you must
complete and return a Safekeeping Deposit Form, along with all
Common Stock certificates to be deposited, to the Company by
registered, insured mail. The certificates should not be
endorsed.
13. What Are My Options Under The Plan To Purchase Common
Stock?
As more fully described herein, you may purchase Common
Stock through:
(a) automatic reinvestment of the quarterly Dividends on
all Shares of Common Stock and investment of any
Optional Cash Payments made by such participant;
(b) partial Dividend reinvestment and investment of any
Optional Cash Payments:
(i) If you are holding certificated Shares,
you may designate the number of certificated
Shares for which the quarterly Dividend will be paid
to you by check or electronic deposit. The balance
of the Dividend on your certificated Shares will be
reinvested.
(ii) If your Shares are held in book-entry form, you
may designate the number of Shares for which
you would like to receive a Dividend by check or electronic
deposit. The quarterly Dividend for the Balance of
your Plan Shares will be reinvested.
(iii) If you are partially reinvesting your
Dividends, held in either book-entry or certificate
form, you may invest through Optional Cash Payments.
(c) investment of Optional Cash Payments only, subject
to certain limitations.
14. What Are My Plan Options?
The following is a summary of the Plan options available
to Participants holding certificated and/or book- entry
Shares:
Participants Holding Shares in the Form of
Certificated and Book-Entry
ELIGIBLE PLAN OPTIONS Book-Entry Shares Shares Only
100% Dividend Reinvestment Yes Yes
Partial Reinvestment Yes Yes
0% (zero percent) Dividend
Reinvestment No Yes
Purchase Additional Shares with
Optional Cash Payments Yes Yes
Sell Shares Yes Yes
Deposit Certificates for Safekeeping Yes N/A
Transfer Shares Yes Yes
Obtain Stock Certificates for
Book-Entry Shares held by
Administrator Yes Yes
It is the policy of the Company to encourage Participants to reinvest
their Dividends and to hold Shares in Book-Entry form, therefore,
Participants holding certificated shares must invest all or a portion
of their Dividends and are not eligible for 0% Dividend Reinvestment.
15. May I Change My Plan Options?
Yes. You may change your Plan options of participation,
i.e., Dividends fully reinvested, Dividends partially
reinvested or Optional Cash Payments, at any time and from
time to time by signing a new Authorization Card and returning
it to the Administrator. The Company will accept notice only
from you or from a person duly authorized in writing to act on
your behalf. Any change with respect to reinvestment of
Dividends must be received by the Administrator no later than
five (5) business days prior to the Dividend Record Date for
the Dividend payment as to which it is to be effective.
Plan Participants may cease the reinvestment of their
Dividends and elect to receive them, instead, by check or
electronic deposit. No further action regarding their Shares
is necessary. Such Participants may continue to buy Shares
with Optional Cash Payments or sell some, or all, of their
Shares, as desired.
16. How Do I Sell Shares?
You can sell all or part of your whole Shares held in
your Plan account. The request to sell Shares should be made
by using the tear-off portion of your account statement. You
are required to maintain a balance of one full share or more
or the Company may terminate your Plan account.
An independent broker, not an affiliate of the Company,
designated by the Administrator will sell Plan Shares for the
Plan in the open market. Sales for Plan Participants are made
as soon as practicable after receipt by the Company of a properly
completed request and are generally made at least once a week on
the open market at prevailing market prices. Sales will be made not
more than two weeks after receipt of a sale request. When you sell
your Shares, the price per share that you will receive is the average
price of all Shares sold by the Administrator on that day, less your
proportionate share of the brokerage commission, transfer
taxes, if any, and withholding tax, if any.
IES CANNOT GUARANTEE THAT SHARES WILL BE SOLD ON ANY
SPECIFIC DAY OR AT ANY SPECIFIC PRICE.
17. How Do I Discontinue Reinvesting my Dividends?
You may discontinue reinvestment of Dividends in the Plan
at any time by notifying IES in writing no later than five (5)
business days prior to the next Dividend Record Date for the
next Dividend Payment Date.
You may elect to:
(i) discontinue reinvestment of Dividends but
continue to have all Shares held in Safekeeping
by completing and returning a new Authorization
Card indicating Share Safekeeping Only; or
(ii) withdraw all Plan Shares held in book-entry,
have a certificate issued for the withdrawn Shares and
receive a cash dividend by check or electronic deposit; or
(iii) sell all Plan Shares held in your Plan account.
18. How Do I Terminate My Participation In The Plan?
You withdraw from the Plan by:
(i) withdrawing all Plan Shares held in book-entry,
have a certificate issued for the withdrawn whole
Shares, a check for any fractional shares and receive a cash
dividend by check or electronic deposit; or
(ii) selling all Plan Shares held in your Plan account.
If you request a sale of Shares upon termination from the
Plan, the Shares will be sold through an independent broker
or, at the Company's sole discretion, purchased by the Company
on behalf of the Plan. See Question 16 for more details.
Terminations cannot be processed between Dividend Record Date
and Dividend Payment Date.
19. What Happens If The Company Has A Rights Offering, A
Stock Split Or Pays A Stock Dividend?
Any Dividends in the forms of Shares of stock and any
Shares resulting from a stock split on Shares held of record
by the Administrator will be added proportionately to your
account. In the event that the Company makes available to its
holders of Common Stock rights to subscribe to additional
Shares, debentures or other securities, the Administrator will
sell the rights received on Shares held of record by it as
Administrator and will invest the proceeds from their sale in
additional Shares of Common Stock which will be credited
proportionately to your account. If you wish, however, to be
in a position to exercise such rights yourself, you may
withdraw Shares credited to your account as provided herein.
The Administrator's sale of rights may require registration under
the Securities Act of 1933.
20. How Will Shares Held Under The Plan Be Voted At Meetings
Of Shareholders?
For each meeting of shareholders, all Shares credited to
your account under the Plan will be voted by the Administrator
in accordance with your instructions. Share for which
instructions are not received will not be voted. A proxy card
will be mailed to you representing the Shares of Common Stock
held in your Plan account. If you dispose of all Shares
registered in your name and participate in the Plan only
through Optional Cash Payments, you will receive a separate
proxy with regard to the Shares credited to the Plan account.
21. What Is The Responsibility Of The Company and
Administrator?
In administering the Plan, neither the Administrator nor
any agent will be liable for any act done in good faith, or
for any omission to act in good faith, including, without
limitation, any claim of liability arising (a) with respect to
the prices at which Shares are purchased or sold for your
account and the times when such purchases or sales are made
or (b) for any fluctuation in the market value after purchase
or sale of Shares, or (c) for continuation of your account
until receipt by the Company of written notice of termination
or written evidence of your death. Nothing in the above
paragraph shall be deemed to constitute a waiver of any
rights that you might have under the Securities Act of 1933 or
other applicable federal laws.
The Company reserves the right to interpret and regulate
the Plan. Participants should recognize that the Company
cannot provide any assurance of profit or protection against
loss on any Shares purchased under the Plan.
22. May The Plan Be Changed?
The Company reserves the right to amend, suspend, modify
or terminate the Plan at any time. Notice of any such
amendment, suspension, modification or termination will be
sent to all Participants. Any uninvested funds held by the
Administrator at the time of any suspension or termination of
the Plan will be remitted by the Administrator to the
Participants.
__________________________________________________
Federal Income Tax Consequences
The following discussion of the Federal income tax
consequences of participation in the Plan is provided for
purposes of general information only and does not purport to
be complete. The amount of Dividends paid by the Company is
considered taxable income, even though reinvested under the
Plan. The information return sent to you and the Internal
Revenue Service at year-end will show as Dividend income the
full amount of Dividends reinvested under the Plan, as well as
Dividends paid directly to you, if any. For Federal income
tax purposes, the cost basis of Shares of Common Stock
acquired through the Plan on any given Investment Date will be
determined by dividing the total of the Dividends reinvested
net of taxes withheld, if any, and your Optional Cash
Payments, if any, by the number of Shares of Common Stock,
including fractional Shares, if any, acquired on your behalf
by the Plan Administrator on that Investment Date.
In the case of shareholders whose Dividends are subject
to United States Federal income tax withholding, or backup
withholding, the Administrator will reinvest Dividends less
the amount of tax required to be withheld.
The sale of Shares through the Plan will be reported to
the Internal Revenue Service and you on Form 1099-B.
You should consult your own tax advisor for advice
applicable to your particular situation.
Indemnification
Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as amended (the "Act") may be
permitted to directors, officers or controlling persons of the
Company pursuant to the provisions of the Company's Bylaws or
Articles of Incorporation or under insurance policies of the
Company, the Company has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is therefore
unenforceable.
In the event that a claim for indemnification against
such liabilities (other than the payment of the Company of
expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the
securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
Legal Opinion and Experts
The legality of the original issued Shares of Common
Stock registered hereby has been passed upon for the Company
by Stephen W. Southwick, Vice President, General Counsel &
Secretary for the Company. Mr. Southwick owns Shares of
Common Stock of the Company.
The financial statements and schedules included in the
Company's Annual Report on Form 10-K for the year ended
December 31, 1993, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports
with respect thereto and are incorporated by reference herein
in reliance upon the authority of said firm as experts in
auditing and accounting in giving said reports.
THE COMPANY
IES Industries Inc. (Industries) is a holding company,
which is incorporated under the laws of the State of Iowa.
The principal executive offices of Industries are located at
IES Tower, 200 First Street S.E., Cedar Rapids, Iowa 52401 and
its telephone number is (319) 398-4411. Industries'
wholly owned subsidiaries are IES Utilities Inc. (Utilities)
and IES Diversified Inc. (Diversified). The non-utility
operations of Industries are organized under Diversified. By
virtue of its ownership of a utility subsidiary, Industries is
a holding company under the Public Utility Holding Company Act
of 1935, but claims an exemption from all provisions thereof
except Section 9(a)(2) thereof. Utilities is engaged
primarily in the generation, transmission and distribution of
electric energy and the sale of natural gas and serves
approximately 325,000 electric and 170,000 natural gas retail
customers as well as 32 resale customers in more than 550 Iowa
communities.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses in connection with the
issuance and distribution of the Common Stock are as
follows:
Registration Fee--Securities and Exchange Commission ...$ 3,526
Attorney's Fees and Expenses............................$ 2,000
Accountant's Fees and Expenses..........................$ 2,500
Miscellaneous...........................................$ 300
Total.......................................$ 8,326
Item 15. Indemnification.
Section 490.851 of the Iowa Business Corporations Act
("IBCA") grants each corporation organized thereunder, such as
the Registrant, the power to indemnify its directors and
officers against liabilities for certain of their acts.
Section 6.1 of the Registrant's Bylaws, as amended, provides
for indemnification of directors and officers of the
Registrant to the full extent permitted by Section 490.851 of
the IBCA. Section 6.1 further requires the Registrant to
purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the
Registrant, or is or was serving at the request of the
Registrant as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted
and incurred against such person in any such capacity or
arising out of such person's status as such, whether or not
the Registrant would have the power to indemnify such person
against such liability under the provisions of Section 6.1.
Section 2 of Article Ninth of the Registrant's Amended
Articles of Incorporation, however, requires that the
Registrant may, but is not required to, maintain such
insurance.
Section 490.832 of the IBCA permits corporations to adopt
a provision in the articles of incorporation of each
corporation organized thereunder, such as the Registrant,
eliminating or limiting, with certain exceptions, the personal
liability of a director of the corporation to its shareholders
for monetary damages for certain breaches of fiduciary duty as
a director. Section 1 of Article Ninth of the Amended
Articles of Incorporation of the Registrant eliminates the
personal liability of each director except for liability (I)
for any breach of the director's duty of loyalty to the
Registrant or its shareholders, (ii) for acts or omissions not
in good faith or which involve any intentional misconduct or
knowing violation of the law, (iii) any transaction from which
the director derived an improper personal benefit or (iv)
under Section 490.833 of the IBCA relating to liability for
unlawful distribution.
The foregoing statements are subject to the detailed
provisions of Sections 490.832, 490.833 and 490.851 of the
IBCA, Article Ninth of the Amended Articles of Incorporation
of the Registrant and Section 6.1 of the Bylaws as Amended of
the Registrant, as applicable.
The Registrant's directors' and officers' insurance
policies are designed to reimburse the Registrant for any
payments made by it pursuant to the foregoing indemnification.
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
pursuant to the foregoing premium, the Company has been
informed that in the opinion of the Securities and Exchange
Commission such indemnifications are against public policy as
expressed in the Act and are therefore unenforceable.
Item 16. Exhibits.
See Exhibit Index in Part II following Item 17.
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 the
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 the Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change to such information in the Registration Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do
not apply if the Registration Statement is on Form S-3,
or Form S-8, and 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 the Registration Statement.
(2) That, for the purpose of determining 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 which remain unsold
at the termination of the offering.
(4) That for purposes of determining any liability under
the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall
be deemed to be a new Registration Statement relating to the
securities offered therein and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
EXHIBIT INDEX
Exhibit Number List of Exhibits
3 Bylaws of Registrant, as
amended, dated November 2, 1994.
5 Opinion of Counsel as to the legality
of securities offered under the IES
Industries Inc. Dividend Reinvestment and
Stock Purchase Plan, including his consent.
23 (a) Consent of Independent Public
Accountants, Arthur Andersen LLP.
23 (b) Consent of Counsel (contained in
the Opinion of Counsel, Exhibit 5 hereto).
24 Power of Attorney (included in Part II
of the Registration Statement).
99 Authorization Card
POWER OF ATTORNEY
Each person whose signature appears below authorizes Lee
Liu, Blake O. Fisher, Jr. and Richard A. Gabbianelli, or any
one of them to execute in the name of each such person who is
then an officer or director of the Registrant, and to file any
amendments to this Registration Statement, including post-
effective amendments, necessary or advisable to enable the
Registrant to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the
Securities and Exchange Commission, in respect thereof, which
amendments may make such changes in such Registration
Statement as the above-named attorneys, or any of them, may
deem appropriate.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Cedar Rapids, State of Iowa, on the 12th day of
December, 1994.
IES INDUSTRIES INC.
By: /s/ Blake O. Fisher, Jr.
Blake O. Fisher, Jr.,
Executive Vice President
& Chief Financial Officer
Pursuant to the requirements of the Securities Act of
1933, such Registration Statement has been signed below on the
12th day of December, 1994, by the following persons in the
capacities indicated:
Signature Title
/s/ Lee Liu Chairman of the Board, President &
Lee Liu Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Blake O. Fisher, Jr. Executive Vice President & Chief
Blake O. Fisher, Jr. Financial Officer and Director
(Principal Financial Officer)
/s/ Richard A. Gabbianelli Controller & Chief Accounting Officer
Richard A. Gabbianelli (Principal Accounting Officer)
/s/ C.R.S. Anderson Director
C.R.S. Anderson
/s/ J. Wayne Bevis Director
J. Wayne Bevis
/s/ George Daly Director
George Daly
/s/ G. Sharp Lannom, IV Director
G. Sharp Lannom, IV
/s/ Jack R. Newman Director
Jack R. Newman
/s/ Robert D. Ray Director
Robert D. Ray
/s/ David Q. Reed Director
David Q. Reed
/s/ Henry Royer Director
Henry Royer
/s/ Robert W. Schlutz Director
Robert W. Schlutz
/s/ Anthony R. Weiler Director
Anthony R. Weiler
EXHIBIT 3
BYLAWS AS AMENDED
OF
IES INDUSTRIES INC.
(Amended as of November 2, 1994)
ARTICLE I
OFFICES
SECTION 1.1. PRINCIPAL OFFICE. - The principal office shall
be established and maintained in the ie: Tower, 200 First Street,
S.E., in the City of Cedar Rapids, in the County of Linn, in the
State of Iowa.
SECTION 1.2. OTHER OFFICES. - The Corporation may have
other offices, either within or without the State of Iowa, at
such place or places as the Board of Directors may from time to
time appoint or the business of the Corporation may require. The
registered office of the Corporation required by the Iowa
Business Corporation Act to be maintained in the State of Iowa
may be, but need not be identical with the principal office in
the State of Iowa, and the address of the registered office may
be changed from time to time by the Board of Directors.
ARTICLE II
SHAREHOLDERS
SECTION 2.1. ANNUAL MEETING. - The annual meeting of
shareholders for the election of directors and the transaction of
other business shall be held, in each year, on the third Tuesday
in May at two o'clock in the afternoon unless such day is a
holiday, in which event the annual meeting will be held at such
time on the next succeeding business day.
SECTION 2.2. PLACE OF SHAREHOLDERS' MEETING. - The annual
meeting or any special meeting of shareholders shall be held at
the principal office of the Corporation or any place, within the
State of Iowa, as shall be designated by the Board of Directors
and stated in the notice of the meeting.
SECTION 2.3. SPECIAL MEETINGS. - Special meetings of the
shareholders may be called by the Chairman of the Board, the
President, the Board of Directors, or the holders of not less
than ten percent of all the shares entitled to vote at the
meeting.
SECTION 2.4. NOTICE OF MEETINGS. - WAIVER. - Written or
printed notice, stating the place, day and hour of the meeting
and, in case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than ten
nor more than sixty days before the date of the meeting, either
personally or by mail, by or at the direction of the Board of
Directors, to each shareholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail addressed to the
shareholder at the address appearing on the stock transfer books
of the Corporation, with postage thereon prepaid.
SECTION 2.5. CLOSING OF TRANSFER BOOKS; FIXING OF RECORD
DATE. - For the purpose of determining shareholders entitled to
notice of, or to vote at, any special meeting of shareholders, or
at any adjournment thereof, or shareholders entitled to receive
payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors
of the Corporation may provide that the stock transfer books
shall be closed for a stated period but not to exceed, in any
case, 60 days. If the stock transfer books shall be closed for
the purpose of determining shareholders entitled to notice of or
to vote at a meeting of shareholders, such books shall be closed
for at least 10 days immediately preceding such meeting. In lieu
of closing the stock transfer books, the Board of Directors may
fix in advance a date as the record date for any such
determination of shareholders, such date in any case not to be
more than 70 days, and in the case of a meeting of shareholders
not less than 10 days, prior to the date on which the particular
action, requiring such determination of shareholders, is to be
taken. If the stock transfer books are not closed and no record
date is fixed for the determination of shareholders, the date on
which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is
adopted, as the case may be, shall be the record date for such
determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has
been made as provided in this section, such determination shall
apply to any adjournment thereof.
SECTION 2.6. VOTING RECORD. - The officer or agent having
charge of the stock transfer books for shares of the Corporation
shall make, at least 10 days prior to each meeting of
shareholders, a complete record of the shareholders entitled to
vote at such meeting, or any adjournment thereof, arranged in
alphabetical order with the address of and the number of shares
held by each, which record shall be kept on file at the
registered office of the Corporation and shall be subject to
inspection by any shareholder at any time during usual business
hours for a period of 10 days prior to such meeting. Such record
shall also be produced and kept open at the time and place of the
meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting. The original stock
transfer book shall be prima facie evidence of the identity of
the shareholders entitled to examine such record or transfer
books or to vote at any meeting of shareholders.
SECTION 2.7. QUORUM. - A majority of the outstanding shares
of the Corporation entitled to vote, represented in person or by
proxy, shall constitute a quorum at a meeting of shareholders.
If less than a majority of the outstanding shares are represented
at a meeting, a majority of the shares so represented may adjourn
the meeting from time to time without further notice. At such
adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been
transacted at the meeting as originally notified. The
shareholders present at a duly organized meeting may continue to
transact business until adjournment only if a quorum is
represented throughout.
SECTION 2.8. CONDUCT OF MEETING. - Meetings of the
shareholders shall be presided over by one of the following
officers in the order of seniority if present and acting - the
Chairman of the Board, the President, the Secretary, or if none
of the foregoing is in office and present and acting, by a
chairperson to be chosen by the shareholders. The Secretary of
the Corporation, or if absent, an Assistant Secretary, shall act
as secretary of the meeting, but if neither the Secretary nor an
Assistant Secretary is present, or if the Secretary is presiding
over the meeting and the Assistant Secretary is not present, the
Chairman of the meeting shall appoint a secretary of the meeting.
SECTION 2.9. PROXIES. - At all meetings of shareholders, a
shareholder may vote by proxy executed in writing by the
shareholder or by a duly authorized attorney-in-fact. Such proxy
shall be filed with the Secretary of the Corporation before or at
the time of the meeting. No proxy shall be valid after eleven
months from the date of its execution, unless otherwise provided
in the proxy.
SECTION 2.10. VOTING OF SHARES. - Each outstanding share
entitled to vote shall be entitled to one vote upon each matter
submitted to a vote at a meeting of shareholders.
SECTION 2.11 VOTING OF SHARES BY CERTAIN HOLDERS. - Shares
standing in the name of another corporation may be voted by such
officer, agent or proxy as the Bylaws of such corporation may
prescribe, or, in the absence of such provision, as the Board of
Directors of such corporation may determine.
Shares held by an administrator, executor, guardian or
conservator may be voted by such person, either in person or by
proxy, without a transfer of such shares into that person's name.
Shares standing in the name of a trustee may be voted by such
trustee, either in person or by proxy, without a transfer of such
shares into the trustee's name. The Corporation may request
evidence of such fiduciary status with respect to the vote,
consent, waiver, or proxy appointment.
Shares standing in the name of a receiver or trustee in
bankruptcy may be voted by such receiver or trustee, and shares
held by or under the control of a receiver may be voted by such
receiver without the transfer of the shares into such person's
name if authority so to do be contained in an appropriate order
of the court by which such receiver was appointed.
A pledgee, beneficial owner, or attorney-in-fact of the
shares held in the name of a shareholder shall be entitled to
vote such shares. The Corporation may request evidence of such
signatory's authority to sign for the shareholder with respect to
the vote, consent, waiver, or proxy appointment.
Neither treasury shares nor shares held by another
corporation, if a majority of the shares entitled to vote for the
election of Directors of such other corporation is held by the
Corporation, shall be voted at any meeting or counted in
determining the total number of outstanding shares at any given
time.
ARTICLE III
BOARD OF DIRECTORS
SECTION 3.1. GENERAL POWERS. - The business and affairs of
the Corporation shall be managed by its Board of Directors.
SECTION 3.2. NUMBER, TENURE, QUALIFICATIONS AND REMOVAL.
- - The number of Directors of the Corporation shall be twelve.
Each Director shall hold office until the next annual meeting of
shareholders and until the Director's successor shall have been
elected and qualified, unless removed at a meeting called
expressly for that purpose by a vote of a majority of the shares
then entitled to vote at an election of Directors. A Director
may only be removed upon a showing of cause. Directors need not
be residents of the State of Iowa or shareholders of the
Corporation. Not more than three Directors shall be officers or
employees of the Corporation or its subsidiaries. No person who
has reached the age of 70 years shall be eligible for election or
reelection to the Board of Directors.
SECTION 3.3. REGULAR MEETINGS. - An annual meeting of the
Board of Directors shall be held without other notice than this
Bylaw immediately after, and at the same place as, the annual
meeting of shareholders. Unless otherwise provided by resolution
of the Board of Directors, regular meetings of the Board of
Directors, additional to the annual meeting, shall be held on the
first Tuesday of February, May, and August, and on the first
Wednesday of November of each year, at the principal office or
any place within or without the State of Iowa as shall be
designated by the Board of Directors without notice other than
such resolution.
SECTION 3.4. SPECIAL MEETINGS. - Special meetings of the
Board of Directors may be called by or at the request of the
Chairman of the Board, President or any two Directors. The
person or persons authorized to call special meetings of the
Board of Directors may fix any place either within or without the
State of Iowa, whether in person or by telecommunications, as the
place for holding any special meeting of the Board of Directors
called by them.
SECTION 3.5. NOTICE. - Notice of any special meeting shall
be given at least three days prior to the meeting by written
notice delivered personally or mailed to each Director at the
Director's business address, by telegram, or orally by telephone.
If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, so addressed, with postage
prepaid. If notice be given by telegram, such notice shall be
deemed to be delivered when the telegram is delivered to the
telegraph company. Any director may waive notice of any meeting.
The attendance of a Director at a meeting shall constitute a
waiver of notice of such meeting, except where a Director attends
a meeting for the express purpose of objecting to the transaction
of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board of
Directors need be specified in the notice or waiver of notice of
such meeting.
SECTION 3.6. QUORUM. - A majority of the number of
Directors fixed by Section 3.2 of this Article III shall
constitute a quorum for the transaction of business at any
meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the Directors
present may adjourn the meeting from time to time without further
notice.
SECTION 3.7. MANNER OF ACTING. - The act of the majority of
the Directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors. A Director shall be
considered present at a meeting of the Board of Directors or of a
committee designated by the Board if the Director participates in
such meeting by conference telephone or similar communications
equipment by means of which all persons participating in the
meeting can hear each other.
SECTION 3.8. INFORMAL ACTION. Any action required or
permitted to be taken at any meeting of the Directors of the
Corporation or of any committee of the Board may be taken without
a meeting if a consent in writing setting forth the action so
taken shall be signed by all of the Directors or all of the
members of the committee of Directors, as the case may be. Such
consent shall have the same force and effect as a unanimous vote
at a meeting and shall be filed with the Secretary of the
Corporation to be included in the official records of the
Corporation.
SECTION 3.9. PRESUMPTION OF ASSENT. - A Director of the
Corporation who is present at a meeting of the Board of Directors
at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless (a) the
Director objects at the beginning of the meeting or promptly upon
arrival to the holding of or transacting business at the meeting,
(b) the Director's dissent shall be entered in the minutes of the
meeting, or (c) the Director shall file a written dissent to
such action with the person acting as the secretary of the
meeting before the adjournment thereof or shall forward such
dissent by registered or certified mail to the Secretary of the
Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a Director who voted in
favor of such action.
SECTION 3.10. VACANCIES. - Any vacancy occurring in the
Board of Directors and any directorship to be filled by reason of
an increase in the number of Directors may be filled by the
affirmative vote of a majority of the Directors then in office,
even if less than a quorum of the Board of Directors.
Notwithstanding the foregoing, during the Five Year Period (as
such term is defined in the Agreement and Plan of Merger between
IE Industries Inc. and Iowa Southern Inc. dated February 27,
1991), if any of the Company Directors (as such term is defined
in the Agreement and Plan of Merger between IE Industries Inc.
and Iowa Southern Inc. dated February 27, 1991) are removed,
resign or cease to serve, unless a majority of the remaining
Company Directors elects not to fill such vacancy or vacancies,
then the vacancy or vacancies resulting therefrom will be filled
by a person selected by the Board of Directors; provided that
such person is acceptable to at least three of the remaining
Company Directors as evidenced by such Company Directors' votes
or written consents therefor. A Director so elected shall be
elected for the unexpired term of the vacant directorship or the
full term of such new directorship. Failure to attend three
consecutive regular meetings of the Board of Directors shall
disqualify a Director from further service as a Director during
the year in which the third delinquency occurs and shall make
such Director ineligible for re-election, unless such failure to
attend be determined by the affirmative vote of two-thirds of the
remaining Directors holding office to be due to circumstances
beyond the control of such Director. A resignation may be
tendered by any Director at any meeting of the shareholders or of
the Board of Directors, who shall at such meeting accept the
same.
SECTION 3.11. COMPENSATION. - The Directors may be paid
their expenses, if any, of attendance at each meeting of the
Board of Directors and may be paid a fixed sum for attendance at
each meeting of the Board of Directors or may receive a stated
salary as Director. No such payment shall preclude any Director
from serving the Corporation in any other capacity and receiving
compensation therefor. Members of special or standing committees
may be allowed like compensation for attending committee
meetings.
SECTION 3.12. EXECUTIVE COMMITTEE. - The Board of
Directors shall, at each annual meeting thereof, appoint from its
number an Executive Committee of not less than three (3) nor more
than five (5) members, including the Chairman of the Board and
the Chief Executive Officer of the Corporation, to serve, subject
to the pleasure of the Board, for the year next ensuing and until
their successors are appointed by the Board. The Board of
Directors at such time shall also fix the compensation to be paid
to the members of the Executive Committee. No member of the
Executive Committee shall continue to be a member after ceasing
to be a Director of the Corporation. The Board of Directors
shall have the power at any time to increase or decrease the
number of members of the Executive Committee, to fill vacancies,
to change any member, and to change the functions or terminate
the Committee's existence.
SECTION 3.13. POWERS OF EXECUTIVE COMMITTEE. - The
Executive Committee appointed by the Board of Directors as above
provided shall possess all the power and authority of the Board
of Directors when said Board is not in session, but the Executive
Committee shall not have the power to: (1) declare dividends or
distributions, (2) approve or recommend directly to the
shareholders actions required by law to be approved by
shareholders, (3) fill vacancies on the Board of Directors or
designate directors for purposes of proxy solicitation, (4) amend
the Articles, (5) adopt, amend, or repeal Bylaws, (6) approve a
plan of merger not requiring shareholders approval, (7) authorize
reacquisition of shares unless pursuant to a method specified by
the Board, or (8) authorize the sale or issuance of shares or
designate the terms of a series of a class of shares, except
pursuant to a method specified by the Board, to the extent
permitted by law.
SECTION 3.14. PROCEDURE: MEETINGS: QUORUM. - Regular
meetings of the Executive Committee may be held at least once in
each month on such day as the Committee shall elect and special
meetings may be held at such other times as the Chairman of the
Board, the President, or any two members of the Executive
Committee may designate. Notice of special meetings of the
Executive Committee shall be given by letter, telegram, or cable
delivered for transmission not later than during the second day
immediately preceding the day for such meeting or by word of
mouth or telephone not later than the day immediately preceding
the date for such meeting. No such notice need state the
business to be transacted at the meeting. No notice need be
given of an adjourned meeting. The Executive Committee may fix
its own rules of procedure. It shall keep a record of its
proceedings and shall report these proceedings to the Board of
Directors at the regular meeting thereof held next after the
meeting of the Executive Committee. Attendance at any meeting of
the Executive Committee at a special meeting shall constitute a
waiver of notice of such special meeting.
At its last meeting preceding the annual meeting of the
Board of Directors, the Executive Committee shall make to the
Board its recommendation of officers of the Corporation to be
elected by the Board for the ensuing year.
The President shall act as Chairman at all meetings of the
Executive Committee, and if the President is absent, the
Chairman of the Board shall act as such Chairman. The Secretary
of the Corporation shall act as Secretary of the meeting. In
case of the absence from any meeting of the Executive Committee
of the Secretary of the Corporation, the Executive Committee
shall appoint a secretary of the meeting. The Executive
Committee may hold its meetings within or without the State of
Iowa, as it may from time to time by resolution determine. A
majority of the Executive Committee shall be necessary to
constitute a quorum for the transaction of any business, and the
act of a majority of the members present at a meeting at which a
quorum is present shall be the act of the Executive Committee.
The members of the Executive Committee shall act only as a
committee, and the individual members shall have no power as
such.
SECTION 3.15. OTHER COMMITTEES. - The Board of Directors
may appoint by resolution adopted by a majority of the full Board
of Directors from among its members, other committees, temporary
or permanent, and, to the extent permitted by law and these
Bylaws, may designate the duties, powers, and authorities of such
committees subject to the same restriction of powers as provided
in Section 3.13.
ARTICLE IV
OFFICERS
SECTION 4.1. OFFICERS. - The officers of the Corporation
shall be a Chairman of the Board, a President, a Secretary, a
Treasurer, Assistant Secretaries and Assistant Treasurers, and
may include a General Counsel, each of whom shall be elected by
the Board of Directors. Such other officers, including vice-
presidents and assistant officers as may be deemed necessary may
be elected or appointed by the Board of Directors. Any two or
more offices, other than those of Chairman of the Board and
Secretary and those of President and Secretary, may be held by
the same person.
SECTION 4.2. ELECTION AND TERM OF OFFICE. - The officers of
the Corporation to be elected by the Board of Directors shall be
elected annually by the Board at its annual meeting held after
each annual meeting of the shareholders. If the election of
officers shall not be held at such meeting, such election shall
be held as soon thereafter as may be convenient. A vacancy in
any office for any reason may be filled by the Board of Directors
for the unexpired portion of the term.
SECTION 4.3. REMOVAL OF OFFICERS. - Any officer may be
removed by the Board of Directors whenever in its judgment the
best interests of the Corporation will be served thereby, but
such removal shall be without prejudice to the contract rights,
if any, of the person so removed. Election or appointment of an
officer shall not of itself create contract rights.
SECTION 4.4. CHAIRMAN OF THE BOARD. - The Chairman of the
Board shall preside at all meetings of the Board of Directors,
shall be a member of the Executive Committee, and shall have and
perform such other duties as from time to time may be assigned to
him by the Board of Directors.
SECTION 4.5. PRESIDENT. - The President shall be the Chief
Executive Officer of the Corporation and shall have general
supervision of and be accountable for the control of the
Corporation's business affairs, properties and management and
otherwise shall have the general powers and duties usually vested
with the office of President of a Corporation, subject, however,
to the control of the Board of Directors and the Executive
Committee. The President shall see that all resolutions and
orders of the Board of Directors or the Executive Committee are
carried into effect and shall exercise such other powers and
perform such other duties as may be designated by the Board of
Directors and the Executive Committee. The President shall
present to the shareholders at their annual meeting an annual
statement of the business of the Corporation and the report of
its financial condition. In the absence or inability to act of
the Chairman of the Board, the President shall preside at all
meetings of the Board of Directors.
SECTION 4.6. VICE-PRESIDENTS. - A Vice President (if one or
more be elected or appointed) shall have such powers and perform
such duties as the Board of Directors may from time to time pre
scribe or as the Chairman of the Board or the President may from
time to time delegate.
SECTION 4.7 TREASURER. - The Treasurer shall have the
custody of the funds and securities of the Corporation. Whenever
necessary or proper, the Treasurer shall (1) endorse, on behalf
of the Corporation, checks, notes or other obligations and
deposit the same to the credit of the Corporation in such bank or
banks or depositories as the Board of Directors may designate;
(2) sign receipts or vouchers for payments made to the
Corporation which shall also be signed by such other officer as
may be designated by the Board of Directors; (3) disburse the
funds of the Corporation as may be ordered by the Board, taking
proper vouchers for such disbursements; and (4) render to the
Board of Directors, the Executive Committee, the Chairman of the
Board and the President at the regular meetings of the Board or
Executive Committee, or whenever any of them may require it, an
account of the financial condition of the Corporation. If
required by the Board of Directors, the Treasurer shall give the
Corporation a bond with one or more sureties satisfactory to the
board, for the faithful performance of the duties of this office,
and for the restoration to the Corporation, in case of death,
resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in
possession or under control of the Treasurer.
SECTION 4.8. SECRETARY. - The Secretary shall record the
votes and proceedings of the Shareholders, the Board of Directors
and the Executive Committee in a book or books kept for that
purpose, and shall serve notices of and attend all meetings of
the Directors, the Executive Committee and shareholders. In the
absence of the Secretary or an Assistant Secretary from any
meeting of the Board of Directors, the proceedings of such
meeting shall be recorded by such other person as may be
appointed for that purpose.
The Secretary shall keep in safe custody the seal of the
Corporation, and duplicates, if any, and when requested by the
Board of Directors, or when any instrument shall have been first
signed by the Chairman of the Board, the President or a Vice
President duly authorized to sign the same, or when necessary to
attest any proceedings of the shareholders or directors, shall
affix it to any instrument requiring the same, and shall attest
the same. The Secretary shall, with the Chairman of the Board or
the President, sign certificates of stock of the Corporation and
affix a seal of the Corporation or cause such seal to be
imprinted or engraved thereon, subject, however, to the
provisions providing for the use of facsimile signatures on stock
certificates under certain conditions. The Secretary shall have
charge of such books and papers as properly belong to such
office, or as may be committed to the Secretary's care by the
Board of Directors or by the Executive Committee, and shall
perform such other duties as pertain to such office, or as may be
required by the Board of Directors, the Executive Committee or
the President.
SECTION 4.9. ASSISTANT TREASURERS. - Each Assistant
Treasurer (if one or more Assistant Treasurers be elected or
appointed) shall assist the Treasurer and shall perform such
other duties as the Board of Directors may from time to time
prescribe or the Chairman of the Board or the President may from
time to time delegate. At the request of the Treasurer, any
Assistant Treasurer may perform temporarily the duties of
Treasurer in the case of the Treasurer's absence or inability to
act. In the case of the death of the Treasurer, or in the case
of absence or inability to act without having designated an
Assistant Treasurer to perform temporarily the duties of
Treasurer, an Assistant Treasurer shall be designated by the
Chairman of the Board or the President to perform the duties of
the Treasurer. Each Assistant Treasurer shall, if required by
the Board of Directors, give the Corporation a bond with such
surety or sureties as may be ordered by the Board of Directors,
for the faithful performance of the duties of such office and for
the restoration to the Corporation, in case of death,
resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind
belonging to the Corporation in the possession or under control
of such Assistant Treasurer.
SECTION 4.10. ASSISTANT SECRETARIES. - Each Assistant
Secretary (if one or more Assistant secretaries be elected or
appointed) shall assist the Secretary and shall perform such
other duties as the Board of Directors may from time to time
prescribe or the Chairman of the Board or the President may from
time to time delegate. At the request of the Secretary, any
Assistant Secretary may perform temporarily the duties of
Secretary in the case of the Secretary's absence or inability to
act. In the case of the death of the Secretary, or in the case
of absence or inability to act without having designated an
Assistant Secretary to perform temporarily the duties of
Secretary, the Assistant Secretary to perform the duties of the
Secretary shall be designated by the Chairman of the Board or the
President.
SECTION 4.11. GENERAL COUNSEL. - The General Counsel shall
be responsible for the management of the Legal Department in its
support of all other operations of the Corporation including
management guidance to assure responsible decisions, information
for all employees concerning the legal and judicial environment
and recommended changes of law as deemed advisable. In addition,
the General Counsel shall be responsible for the coordination of
outside counsel activities in all instances as well as the
prosecution of charges against the Corporation or other judicial
or regulatory activities. This shall include full information
for the management and employees of judicial, regulatory or other
administrative body rulings and their impact on the Corporation.
The duties shall include approval of all legal and contractual
documents of the Corporation, prior to their authorization, and
full support to various departments to assist in the development
of these documents. The General Counsel shall perform such other
duties as may be assigned from time to time by the Board of
Directors, the Executive Committee, the Chairman of the Board or
the President.
ARTICLE V
CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 5.1. CERTIFICATES FOR SHARES. - Each certificate
representing shares of the Corporation shall state upon the fact
(a) that the Corporation is organized under the laws of the State
of Iowa, (b) the name of the person to whom issued, (c) the
number and class of shares, and the designation of the series, if
any, which such certificate represents, and (d) the par value of
each share, if any, and each such certificate shall otherwise be
in such form as shall be determined by the Board of Directors.
Such certificates shall be signed by the Chairman of the Board or
the President and by the Secretary or an Assistant Secretary and
shall be sealed with the corporate seal or a facsimile thereof.
The signatures of such officers upon a certificate may be
facsimiles. If a certificate is countersigned by a transfer
agent, or registered by a registrar, the signatures of the
persons signing for such transfer agent or registrar also may be
facsimiles. In case any officer or other authorized person who
has signed or whose facsimile signature has been placed upon such
certificate for the Corporation shall have ceased to be such
officer or employee or agent before such certificate is issued,
it may be issued by the Corporation with the same effect as if
such person where an officer or employee or agent at the date of
its issue. Each certificate for shares shall be consecutively
numbered or otherwise identified.
All certificates surrendered to the Corporation for transfer
shall be cancelled and no new certificate shall be issued until
the former certificate for a like number of shares shall have
been surrendered and cancelled, except that in case of a lost,
destroyed or mutilated certificate a new one may be issued
therefor upon such terms and indemnity to the Corporation as the
Board of Directors may prescribe.
SECTION 5.2. TRANSFER OF SHARES. - Transfer of shares of
the Corporation shall be made only on the stock transfer books of
the Corporation by the holder of record thereof or by such
person's legal representative, who shall furnish proper evidence
of authority to transfer, or authorized attorney, by power of
attorney duly executed and filed with the Secretary of the
Corporation, and on surrender for cancellation of the
certificate for such shares.
Subject to the provisions of Section 2.11 of Article II of
these Bylaws, the person in whose name shares stand on the books
of the Corporation shall be treated by the Corporation as the
owner thereof for all purposes, including all rights deriving
from such shares, and the Corporation shall not be bound to
recognize any equitable or other claim to, or interest in, such
shares or rights deriving from such shares, on the part of any
other person, including (without limitation) a purchaser,
assignee or transferee of such shares, or rights deriving from
such shares, unless and until such purchaser, assignee,
transferee or other person becomes the record holder of such
shares, whether or not the Corporation shall have either actual
or constructive notice of the interest of such purchaser,
assignee, transferee or other person. Except as provided in said
Section 2.11 hereof, no such purchaser, assignee, transferee or
other person shall be entitled to receive notice of the meetings
of shareholders, to vote at such meetings, to examine the
complete record of the shareholders entitled to vote at meetings,
or to own, enjoy or exercise any other property or rights
deriving from such shares against the Corporation, until such
purchaser, assignee, transferee or other person has become the
record holder of such shares.
ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 6.1. INDEMNIFICATION. - The Corporation shall
indemnify its directors, officers, employees and agents to the
full extent permitted by the Iowa Business Corporation Act, as
amended from time to time. The Corporation shall purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director,
officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise against any liability
asserted against and incurred by such person in any such capacity
or arising out of such person's status as such, whether or not
the Corporation would have the power to indemnify such person
against such liability under the provisions of this section.
SECTION 6.2. FISCAL YEAR. - The fiscal year of the
Corporation shall be the calendar year.
SECTION 6.3. SEAL. - The corporate seal shall be circular
in form and shall have inscribed thereon the name of the
Corporation and the words "CORPORATE SEAL IOWA". Said seal may
be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise.
SECTION 6.4. CONTRACTS, CHECKS, DRAFTS, LOANS AND DEPOSITS.
- - All contracts, checks, drafts or other orders for the payment
of money, notes or other evidences of indebtedness issued in the
name of the Corporation, shall be signed by such officer or
officers, agent or agents of the Corporation and in such manner
as shall from time to time be determined by resolution of the
Board of Directors. The Board may authorize by resolution any
officer or officers to enter into and execute any contract or
instrument of indebtedness in the name of the Corporation; and
such authority may be general or confined to specific instances.
All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation in
such banks or other depositories as the Board of Directors may
authorize.
SECTION 6.5. DIVIDENDS. - Subject to the provisions of the
Articles of Incorporation, the Board of Directors may, at any
regular or special meeting, declare dividends upon the capital
stock of the Corporation payable out of surplus (whether earned
or paid-in) or profits as and when they deem expedient. Before
declaring any dividend there may be set apart out of surplus or
profits such sum or sums as the directors from time to time in
their discretion deem proper for working capital or as a reserve
fund to meet contingencies or for such other purposes as the
directors shall deem conducive to the interests of the
Corporation.
SECTION 6.6. WAIVER OF NOTICE. - Whenever any notice is
required to be given to any shareholder or Director of the
Corporation under the provisions of these Bylaws or under the
provisions of the Articles of Incorporation or under the
provisions of the Iowa Business Corporation Act, a waiver thereof
in writing signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be
deemed equivalent to the giving of such notice.
SECTION 6.7. VOTING OF SHARES OWNED BY THE CORPORATION. -
Subject always to the specific directions of the Board of
Directors, any share or shares of stock issued by any other
corporation and owned or controlled by the Corporation may be
voted at any shareholders' meeting of such other corporation by
the President of the Corporation if present, or if absent by any
other officer of the Corporation who may be present. Whenever,
in the judgment of the President, or if absent, of any officer,
it is desirable for the Corporation to execute a proxy or give a
shareholders' consent in respect to any share or shares of stock
issued by any other corporation and owned by the Corporation,
such proxy or consent shall be executed in the name of the
Corporation by the President or one of the officers of the
Corporation and shall be attested by the Secretary or an
Assistant Secretary of the Corporation without necessity of any
authorization by the Board of Directors. Any person or persons
designated in the manner above stated as the proxy or proxies of
the Corporation shall have full right, power and authority to
vote the share or shares of stock issued by such other
corporation and owned by the Corporation in the same manner as
such share or shares might be voted by the Corporation.
SECTION 6.8. AMENDMENTS. - These Bylaws may be altered,
amended or repealed and new Bylaws may be adopted by the Board of
Directors at any regular or special meeting of the Board of
Directors; provided, however, that during the Five Year Period,
Sections 3.2, 3.10, 4.4 and this Section 6.8 of these Bylaws may
be altered, amended, modified or repealed and new Bylaws adopted
only upon the consent of a majority of the Company Directors.
IES INDUSTRIES INC. EXHIBIT 5
IES Tower
200 First Street S.E.
Cedar Rapids, Iowa 52401
_________________
Stephen W. Southwick
Vice President, General Counsel & Secretary
December 20, 1994
RE: IES Industries Inc. -- Registration -Statement on Form S-3 --
IES Industries Inc. Dividend Reinvestment and Stock Purchase Plan
Ladies and Gentlemen:
I am Vice President, General Counsel & Secretary for IES
Industries Inc. (the "Company"), an Iowa corporation, and have
acted as such for the Company in connection with the Company's
Registration Statement on Form S-3 (the "Registration
Statement") filed on December 20, 1994, with the Securities
and Exchange Commission for the purpose of registering 400,000
shares of the Company's Common Stock, no par value (the
"Shares") for issuance under the IES Industries Inc. Dividend
Reinvestment and Stock Purchase Plan (the "Plan") by the
Company from time to time pursuant to Rule 415 of the
Securities Act of 1933, as amended.
In my capacity as such counsel, I have examined, or have
arranged for the examination by an attorney or attorneys under
my general supervision of, such pertinent records and
documents and matters of law as I have deemed necessary in
order to express the opinions hereinafter set forth. On the
basis thereof, I am of the opinion that:
1. IES Industries Inc. has been duly incorporated and
is legally existing as a corporation under the laws of the
State of Iowa; and
2. When the Registration Statement becomes effective
and the Shares have been issued and delivered as contemplated
in the Registration Statement and as authorized by the
Company's Board of Directors, the Shares will be validly
issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the use of my
name under the heading "Legal Opinions and Experts" in the
Registration Statement.
Very truly yours,
/s/ Stephen W. Southwick
(Signature)
Stephen W. Southwick
EXHIBIT 23(a)
ARTHUR ANDERSEN LLP
As independent public accountants, we hereby consent to incorporation by
reference in this Registration Statement on Form S-3 of IES Industries Inc.
of our report dated January 28, 1994, included in the IES Industries Inc.
Annual Report on Form 10-K for the year ended December 31, 1993, and to the
reference to us under the heading "Experts" in this Registration Statement.
/s/ Arthur Andersen LLP
(Signature)
Arthur Andersen LLP
Chicago, Illinois,
December 16, 1994
SPECIMEN OF AUTHORIZATION CARD EXHIBIT 99
IES INDUSTRIES INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN (the "PLAN")
AUTHORIZATION CARD
SELECT ALTERNATIVE 1, 2, 3 or 4 by checking the applicable box
on the reverse side.
1. FULL DIVIDEND REINVESTMENT - Dividends on Common Shares
for which you hold certificates will be credited to your
reinvestment plan account. You may also make optional cash
payments. I authorize IES Industries Inc. (the "Company") to
reinvest all cash dividends on shares of the Company's Common
Stock registered as shown on the reverse side and on shares to
be acquired under the Plan. I also authorize the Company as
agent to apply optional cash payments to the purchase of full
and fractional shares of the Company's Common Stock for such
account.
2. PARTIAL REINVESTMENT - If you are holding certificated
Shares, you may designate the number of certificated Shares
for which the quarterly Dividend will be paid to you by check
or electronic deposit. The balance of the Dividend on your
certified Shares will be reinvested. If your Shares are held
in book-entry form, you may designate the number of Shares for
which you would like to receive a Dividend by check or
electronic deposit. The quarterly Dividend for the Balance of
your Plan Shares will be reinvested. I also authorize the
Company as agent to apply optional cash payments to the
purchase of full and fractional shares of the Company's Common
Stock for such account.
3. OPTIONAL CASH PAYMENT ONLY - Continue to receive the cash
dividends on certificated shares registered in your name and
invest by making optional cash payments of not less than $25
per payment per Cash Investment Period. I appoint the Company
as agent to apply optional cash payments and cash dividends on
shares (including fractional shares) credited to my account
under the Plan to the purchase of full and fractional shares
of the Company's Common Stock for such account.
4. SHARE SAFEKEEPING ONLY - Dividends on common shares held
in book-entry form are paid to you by check or electronic
deposit. You may also make optional cash payments. I
authorize the Company as agent to apply optional cash payments
to the purchase of full and fractional shares of the Company's
Common Stock for such account.
To make an optional cash payment with this
Authorization Card, indicate the amount below and
enclose a check or money order payable to IES
Industries Inc., Agent. Participants selecting
Alternative 3 must submit an optional cash payment
with this Authorization Card. Future optional cash
payments should be accompanied by the remittance
form supplied by the Agent with periodic statement
of account.
NOTE: Minimum Payment is $25.00
AMOUNT ENCLOSED
$_____________________________
(Check or money order only)
THIS IS NOT A PROXY
(Continued and to be signed on reverse side)
REINVESTMENT OPTIONS
SEE REVERSE SIDE FOR BRIEF EXPLANATION OF OPTIONS
_____ 1. FULL REINVESTMENT of Common Stock and Optional Cash
Payments
_____ 2. PARTIAL REINVESTMENT __________ Shares of Common
Stock and Optional Cash Payments
_____ 3. OPTIONAL CASH PAYMENTS Only
_____ 4. SHARE SAFEKEEPING ONLY
A signed card must be returned for each account to be enrolled
in the Plan.
My participation in the Plan and this authorization are
subject to the terms and conditions of the Plan set forth in
the Prospectus relating to the Plan. The signing of this form
acknowledges receipt of the Prospectus of the plan and
agreement to the terms set forth in the Prospectus. This
authorization may be revoked by notifying the Company in
writing.
_______________ Social Security or Tax Identification Number
IES INDUSTRIES INC.
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
AUTHORIZATION CARD
______________________________________________________________
Area Code) Telephone Number
______________________________________________________________
______________________________________________________________
______________________________________________________________
______________________________________________________________
Signature(s) of Registered Owner(s)
Please sign exactly as name(s) appear on this card. If joint
account, each joint owner must sign. Executors, trustees,
etc. should give full title.
Date _________________________________________________________
