As filed with the Securities and Exchange Commission
on August 29, 1994
Registration No. 33-54613
SECURITIES AND EXCHANGE COMMISSION
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________________
IWC RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
Indiana 35-166886
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1220 Waterway Boulevard
Indianapolis, Indiana 46202
(317) 639-1501
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive
offices)
______________________________
James T. Morris, Chairman of the Board,
President and Chief Executive Officer
IWC Resources Corporation
1220 Waterway Boulevard
Indianapolis, Indiana 46202
(317) 639-1501
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Randy D. Loser, Esq. J.A. Rosenfeld
Baker & Daniels Executive Vice President and
300 North Meridian Street Treasurer
Suite 2700 IWC Resources Corporation
Indianapolis, IN 46204 1220 Waterway Boulevard
(317) 237-1150 Indianapolis, IN 46202
(317) 639-1501
______________________________
<PAGE>
Approximate date of commencement of proposed sale to the
public: As soon as practicable and after the effective date of
this Registration Statement.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. [x]
If any of the securities being registered in 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. [ ]
<TABLE>
<CAPTION>
______________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of class of Amount maximum maximum Amount of
securities to be to offering aggregate registra-
registered be price offering tion fee
registered per Share* price
</CAPTION>
<S> <C> <C> <C> <C>
Common Shares
(without par
value) 500,000
Shares $19.63 $9,815,000 $3,385
</TABLE>
* Estimated solely for the purpose of determining the filing
fee pursuant to Rule 457(c) based upon the average of the
high and low prices of the Common Shares reported on the
NASDAQ National Market System for July 11, 1994.
[End of Page 1.]
<PAGE>
<PAGE>
IWC RESOURCES CORPORATION
CROSS REFERENCE SHEET
Showing Location or Caption in Prospectus of Information
Required by Items of Form S-3
Item Registration Statement Location or
Number Item and Heading Caption in Prospectus
1. Forepart of the Registration Statement
and Outside Front Cover Page of
Prospectus . . . . . . . . Forepart of Registration
Statement and Outside Front
Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages
of Prospectus . . . . . . Inside Front Cover Page of
Prospectus
3. Summary Information, Risk Factors
and Ratio of Earnings to Fixed
Changes . . . . . . . . . The Corporation
4. Use of Proceeds . . . . . Use of Proceeds, Description
of the Plan
5. Determination of Offering
Price . . . . . . . . . . Not Applicable
6. Dilution . . . . . . . . . Not Applicable
7. Selling Security Holders . Not Applicable
8. Plan of Distribution . . . Outside Front Cover Page of
Prospectus, Description of
the Plan
9. Description of Securities
to be Registered . . . . . Description of the Plan
10. Interests of Named Experts
and Counsel . . . . . . . Not Applicable
11 Material Changes . . . . . Not Applicable
12. Incorporation of Certain Information
by Reference . . . . . . . Documents Incorporated by
Reference
13. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities . . . . . . . Not Applicable
<PAGE>
<PAGE>
Prospectus
IWC RESOURCES CORPORATION
Dividend Reinvestment and Share Purchase Plan
500,000 Common Shares
The Dividend Reinvestment and Share Purchase Plan (the
"Plan") of IWC Resources Corporation ("Resources" or the
"Corporation") provides a convenient way to purchase the
Corporation's common shares ("Common Shares") at a discount
from the current market price average and without payment of
any brokerage or other fees. Holders of record of the Common
Shares, any series of the Corporation's Special Shares (the
"Special Shares," and together with the Common Shares, the
"Shares") and certain employees of the Corporation or its
subsidiaries are eligible to participate. Participants in the
Plan may:
- Automatically reinvest cash dividends on all Shares
registered in their names.
- Automatically reinvest cash dividends on less than all of
the Shares registered in their names and continue to
receive cash dividends on the remaining Shares.
- Invest by making optional cash purchases of Common Shares
in any amount in excess of $100 ($10 in the case of
employees) and up to a total of $100,000 annually,
whether or not any dividends are being reinvested.
Optional cash payments will be invested on the investment
dates, which generally are the first day of each month.
Brokers, nominees and investment companies are not
eligible to elect this option.
The price of Common Shares purchased with reinvested
dividends or with optional cash payments will be 97% of the
average of the means between the high and low sale prices of
the Common Shares, as supplied by the National Association of
Securities Dealers Automated Quotation National Market System
and reported in The Wall Street Journal, for, in general, the
five consecutive trading days ending on the day of purchase.
(See Question 13.)
Employees of the Corporation or its subsidiaries who are
residents of the State of Indiana or certain other states may
make optional cash purchases through automatic payroll
deductions. Shareholders who do not choose to participate in
the Plan will continue to receive cash dividends, as declared,
by check in the usual manner.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
<PAGE>
This Prospectus relates to 500,000 authorized but unissued
Common Shares registered for purchase under the Plan. It is
suggested that this Prospectus be retained for future
reference.
The date of this Prospectus is __________, 1994.
<PAGE>
<PAGE>
No person has been authorized to give any information or to
make any representation not contained in this Prospectus. This
Prospectus does not constitute an offer of any securities other
than those described on the cover page or an offer to sell or a
solicitation of an offer to buy within any jurisdiction to any
person to whom it is unlawful to make such offer or
solicitation within such jurisdiction.
ASSISTANCE CONCERNING THE PLAN
Please address all correspondence concerning the Plan to:
BANK ONE, INDIANAPOLIS, NA
Security Holder Services Department
IWC Resources Corporation Dividend
Reinvestment and Share Purchase Plan
101 Monument Circle
Indianapolis, Indiana 46277
Please mention IWC Resources Corporation in all your
correspondence and, if you are a participant, give the number
of your account. If you prefer, you may call BANK ONE,
INDIANAPOLIS, NA, at (317) 639-8110.
Assistance with Plan participation and other shareholder
matters also may be obtained from the Corporation, P.O.
Box 1220, Indianapolis, Indiana 46206. Its telephone number
is (317) 639-1501.
TABLE OF CONTENTS
Page
AVAILABLE INFORMATION . . . . . . . . . . 1
DOCUMENTS INCORPORATED BY REFERENCE . . 1
THE CORPORATION . . . . . . . . . . . . . 2
DESCRIPTION OF THE PLAN . . . . . . . . . . 2
Purpose . . . . . . . . . . . . . . . . 2
Features . . . . . . . . . . . . . . . 3
Administration . . . . . . . . . . . . 3
Eligibility . . . . . . . . . . . . . . 3
Participation . . . . . . . . . . . . . 4
Optional Cash Payments . . . . . . . . 6
Purchases . . . . . . . . . . . . . . . 7
Costs . . . . . . . . . . . . . . . . . 7
Dividends . . . . . . . . . . . . . . . 8
Reports to Participants . . . . . . . . 8
Certificates for Shares . . . . . . . . 8
Withdrawal from the Plan . . . . . . . 9
Other Information . . . . . . . . . . . 9
USE OF PROCEEDS . . . . . . . . . . . . . 12
EXPERTS . . . . . . . . . . . . . . . . . . 12
LEGAL OPINIONS . . . . . . . . . . . . . . 12
<PAGE>
<PAGE>
AVAILABLE INFORMATION
The Corporation 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"). Reports, proxy
statements and other information filed by the Corporation may
be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549, and at the Commission's
Regional Offices located at Seven World Trade Center, Suite
1300, New York, New York 10048; and 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such material
can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549 at prescribed rates.
The Corporation has filed with the Securities and Exchange
Commission a Registration Statement under the Securities Act of
1933 with respect to the Common Shares offered pursuant to this
Prospectus. This Prospectus does not contain all the
information set forth in the Registration Statement. For
further information with respect to the matters described in
this Prospectus, reference is made to the Registration
Statement and to the exhibits filed with the Registration
Statement, which may be inspected and copied, at prescribed
rates, at the Public Reference Section maintained by the
Commission at the address set forth above. Any person to whom
a copy of this Prospectus is delivered, upon written or oral
request, may obtain without charge a copy of all information
incorporated by reference in the Registration Statement (other
than exhibits thereto unless such exhibits are specifically
incorporated by reference into the information the Registration
Statement incorporates) by contacting John Davis, Secretary,
IWC Resources Corporation, P. O. Box 1220, Indianapolis,
Indiana 46206; telephone (317) 639-1501.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Corporation with the
Commission are incorporated by reference into this Prospectus:
- The Corporation's Annual Report on Form 10-K for the year
ended December 31, 1993.
- The Corporation's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1994.
- The definitive Proxy Statement and Prospectus of
Indianapolis Water Company and the Corporation dated
April 25, 1986, including without limitation the description
of the Common Shares contained therein, filed pursuant to
Rule 424(b) of the Securities Act of 1933 and Section 14 of
<PAGE>
the Securities Exchange Act of 1934 in connection with the
annual meeting of common shareholders of Indianapolis Water
Company held on May 29, 1986.
All documents filed by the Corporation pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 after the date of this Prospectus and prior to the
termination of the offering made by this Prospectus shall be
deemed to be incorporated by reference in this Prospectus and
to be a part hereof from the date of filing of such documents.
Any person to whom a copy of this Prospectus is delivered may,
upon written or oral request, obtain without charge a copy of
any or all of the documents referred to above which have been
or may be incorporated in this Prospectus by reference (other
than certain exhibits to such documents) by contacting John
Davis, Secretary, IWC Resources Corporation, P. O. Box 1220,
Indianapolis, Indiana 46206; telephone (317) 639-1501.
<PAGE>
<PAGE>
THE CORPORATION
The Corporation is a holding company. The Corporation owns
and operates seven subsidiaries, including Indianapolis Water
Company ("IWC") and other waterworks systems, which supply
water for residential, commercial, and industrial uses, and for
fire protection service in Indianapolis, Indiana, and the
surrounding areas.
In addition to the three water utilities, Resources has
several other subsidiaries including SM&P Conduit Co., Inc.
("SM&P"). SM&P performs underground utility locating and
marking services in Indiana and several other states.
The White River Environmental Partnership ("Partnership), of
which the Corporation is the majority partner (52%), was formed
during 1993. It subsequently was awarded a five-year contract
to operate and maintain the two Advanced Wastewater Treatment
facilities for the City of Indianapolis.
The Corporation continues to seek expansion and
diversification of its operations through the acquisition of
other water utilities and other related businesses. It is
expected, however, that the water utilities will continue as
one of the principal sources of revenue for the Corporation in
the foreseeable future.
The principal executive offices of the Corporation are
located at 1220 Waterway Boulevard, Indianapolis, Indiana
46202. Its telephone number is (317) 639-1501.
DESCRIPTION OF THE PLAN
The Plan consists of the following 29 numbered questions and
answers. The Plan replaces the prior Dividend Reinvestment and
Stock Purchase Plan maintained by the Corporation, and all
participants under the prior plan will be automatically
enrolled in the Plan.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide participants with a
convenient method of investing cash dividends and optional cash
payments in newly issued Common Shares of the Corporation, at a
discount from the current market price average without payment
of any brokerage commission or service charge. Because the
Common Shares will be purchased from the Corporation, the
Corporation will receive additional funds that will be
available for general corporate purposes. The Corporation
believes that expenses of the Plan, including the 3% discount
offered to participants, are less than the underwriting and
<PAGE>
other expenses that would be incurred in selling additional
newly issued Common Shares in other ways.
Features
2. What are the features of the Plan?
As a participant in the Plan (a) you may purchase Common
Shares by automatically reinvesting cash dividends on all or
less than all of the Shares registered in your name, or (b) you
may purchase Common Shares as often as once a month by making
optional cash payments in any amount of at least $100 ($10 in
the case of employees) and up to a maximum of $100,000 per
calendar year (provided you are not a broker, nominee or
investment company), or (c) you may do both. You do not pay
any brokerage commission or service charge for your purchases
under the Plan and purchases are made at a discount from the
current market price average. Full investment of funds is
possible under the Plan because the Plan permits fractions of
shares, as well as full shares, to be credited to your account.
You can avoid the inconvenience and expense of safekeeping
certificates for shares credited to your account under the
Plan. Regular reports will be mailed to you to provide
simplified recordkeeping. (See Question 17.)
Because optional cash purchases will be made only on
Investment Dates, participants will not be able to time
precisely the purchase of additional Common Shares and
therefore will be unable to control the price at which Common
Shares will be purchased. (See Question 12.) Also,
participants in the Plan will recognize income for tax purposes
on reinvested dividends even though they receive no cash
dividends. The amount of income recognized will be based upon
the fair market value of the Common Shares purchased, and not
the discounted price at which the Common Shares are purchased.
In addition, a participant may recognize income as a result of
optional purchases of Common Shares. (See Question 26.)
Administration
3. Who administers the Plan for participants?
BANK ONE, INDIANAPOLIS, NA ("Agent") administers the Plan
for participants, keeps records, sends statements of account to
participants and performs other administrative duties relating
to the Plan. The Agent purchases Common Shares from the
Corporation as agent for participants in the Plan and credits
the Common Shares to the accounts of the individual
participants. Common Shares held for the accounts of
participants are registered in the name of the Agent's nominee.
The Agent is not an affiliate of the Corporation.
<PAGE>
Eligibility
4. Who is eligible to participate?
All holders of record of Shares and certain employees of the
Corporation and its subsidiaries may participate in the Plan.
Employees of the Corporation or its subsidiaries who are
residents of the State of Indiana or certain other states may
make optional cash purchases through automatic payroll
deductions with a minimum purchase of $10 per pay period. (See
Question 7.)
A broker or nominee may participate in the dividend
reinvestment portion of the Plan on behalf of beneficial owners
by signing and returning the Broker and Nominee Authorization
Form ("B and N Authorization Form"). Participation by the
broker or nominee on behalf of a beneficial owner will be
optional with each cash dividend declared by the Corporation.
The B and N Authorization Form provides that the record holder
will provide the Agent with written instructions on an
appropriate form identifying one or more beneficial owners and
specifying as to each owner the number of full shares with
respect to which the dividend is to be reinvested. The Agent,
on the Investment Date (as defined in Question 12), will
reinvest the dividend payable with respect to the number of
Shares specified in the record holder's instructions for each
identified owner in as many full Common Shares as can be
purchased with such dividend at the purchase price computed in
accordance with the Plan. The remaining dividend, if any, will
be paid to the record holder by check. As soon as practicable
following the Investment Date, the Agent will transmit to the
record holder a listing containing the identification of each
beneficial owner furnished by the record holder in its
instructions showing as to each such owner: (a) the number of
Shares specified for reinvestment of the dividend, (b) the
total dividend paid with respect to such Shares, (c) the number
of full Common Shares purchased, (d) the total cost of the
Common Shares purchased, (e) the amount of the total dividend
not reinvested, and (f) other relevant information.
Accompanying the listing will be a separate share certificate,
registered in the name of the record holder, for the Common
Shares purchased for each beneficial owner identified on the
listing, and one check for the aggregate amount of the dividend
not reinvested for such owners.
The B and N Authorization Form and appropriate instructions
must be received by the Agent not later than the fifth business
day following the record date for a dividend or no dividends
will be reinvested based on such B and N Authorization Form.
To obtain additional information and the necessary forms,
brokers and nominees may write BANK ONE, INDIANAPOLIS, NA,
Security Holder Services Department, IWC Resources Corporation
Dividend Reinvestment and Share Purchase Plan, 101 Monument
Circle, Indianapolis, Indiana 46277; or telephone (317) 639-
<PAGE>
8110.
Brokers, nominees and investment companies are not eligible
to participate in the optional cash purchase portion of the
Plan.
Participation
5. How do shareholders participate?
A holder of record of Shares may join the Plan at any time
by completing and signing a Shareholder Authorization Card and
returning it to the Agent. A Shareholder Authorization Card
and a postage-paid return envelope may be obtained at any time
by writing to BANK ONE, INDIANAPOLIS, NA, Security Holder
Services Department, IWC Resources Corporation Dividend
Reinvestment and Share Purchase Plan, 101 Monument Circle,
Indianapolis, Indiana 46277; or by calling the Agent at (317)
639-8110. Shareholder Authorization Cards may also be obtained
from the Corporation.
See Question 4 for a description of how and to what extent
beneficial owners of Shares registered in names other than
their own may participate.
6. [Reserved for future additions]
7. How does an employee participate?
Any employee of the Corporation or its subsidiaries who is a
resident of the State of Indiana or certain other states may
join the Plan at any time by completing the Payroll Deduction
Authorization Card and returning it to the Agent or to the
Corporation.
The Payroll Deduction Authorization Card requires you to
provide verification of residency and to appoint the Agent to
purchase Common Shares on your behalf. It also allows you to
decide the dollar amount to be deducted from your pay each pay
period. These deductions will be used to purchase full and
fractional Common Shares as optional cash purchases under the
Plan. All cash dividends credited to your Plan account will be
fully reinvested and used to purchase additional Common Shares,
unless and until you notify the Agent otherwise.
Payroll Deduction Authorization Cards will be furnished to
you at any time upon request to the Agent. The completed card
must be returned by the 20th day of the month in order to
participate on the Investment Date of the next succeeding
month. Payroll deduction authorizations will be for an
indefinite period of time. The employee must specify the
amount to be withheld each pay period. The minimum monthly
deduction is $10. Payroll deductions will be invested as of
the next Investment Date.
<PAGE>
8. What are my options under the Plan?
Participants in the Plan may choose among the following
investment options:
-- To reinvest automatically cash dividends on all Shares
registered in their names in Common Shares at 97% of the
current market price average, computed as described in
Question 13.
-- To reinvest automatically cash dividends on less than all
of the Shares registered in their names (a specified
number of full shares) in Common Shares at 97% of the
current market price average and continue to receive cash
dividends on the remaining Shares.
-- To invest by making optional cash payments at any time in
amounts of at least $100 ($10 in the case of employees)
and up to a total of $100,000 per calendar year, whether
or not any dividends are being reinvested, in Common
Shares at 97% of the current market price average.
Participants may elect one of the dividend reinvestment
options, the optional cash purchase option, or both. Under all
of the options, cash dividends on Common Shares credited to
their accounts under the Plan are automatically reinvested in
additional Common Shares at 97% of the current market price
average. Brokers and nominees (whether acting on behalf of
themselves or beneficial owners) and investment companies may
elect to participate only in one of the dividend reinvestment
options.
9. When will investment of my dividends start?
If your Authorization Card is received by the Agent by the
record date for determining the holders of Common Shares
entitled to the next dividend, reinvestment of your dividends
will commence with the next dividend. Dividends are presently
anticipated to be payable to holders of the Common Shares on a
quarterly basis on the first day of January, March, June, and
September, and the record dates for such dividend payments are
expected to be the 10th days of December, February, May, and
August, respectively, unless the 10th falls on a Sunday, in
which case the record date will be the next following business
day or unless the 10th falls on a Saturday or some other day on
which banking institutions in the City of Indianapolis are
authorized or obligated to close, in which case the record date
will be the next preceding business day.
The dividend payment dates on the Common Shares and the
record dates described here are the ones presently anticipated
to be followed by the Corporation. However, such dates are
subject to change. If your Authorization Card is received
after the record date, reinvestment of your dividends will not
<PAGE>
start until payment of the second following dividend.
10. May I change options under the Plan?
Yes. You may change options at any time by completing and
signing a new Authorization Card and returning it to the Agent.
Authorization Cards and return envelopes may be obtained from
the Agent. Any change of option concerning the reinvestment of
dividends must be received by the Agent not later than the
record date for a dividend (see Question 9) in order for the
change to become effective with that dividend. Participation
by beneficial owners of Shares registered in names other than
their own must be authorized as directed in Question 4 with
respect to each cash dividend declared by the Corporation.
Optional Cash Payments
11. How does the cash payment option work?
Holders of record who are not brokers, nominees or
investment companies, and certain employees of the Corporation
or its subsidiaries may invest in additional Common Shares by
making optional cash payments at any time. Any optional cash
payment must be at least $100 ($10 in the case of employees)
and may not aggregate more than $100,000 in any calendar year.
Except for employees, payments may be made at irregular
intervals, and the same amount of money need not be sent for
each purchase. Employees will have a regular amount deducted
from their pay each pay period. Participants in the Plan have
no obligation to make any optional cash payments.
An optional cash payment may be made by enclosing a check or
money order with the Authorization Card when enrolling, and
thereafter by forwarding a check or money order to the Agent
with the payment form which is attached to each statement of
account. Checks and money orders should be made payable to
"BANK ONE, INDIANAPOLIS, NA." Optional cash payments will not
earn interest for the time they are held by the Agent before
being applied to purchase Common Shares. Employees may make
optional cash purchases through payroll deduction.
Purchases
12. When will purchases of Common Shares be made?
Optional cash payments received by the Agent will be applied
by the Agent to the purchase of additional Common Shares from
the Corporation on the next Investment Date that is at least
five business days following the date on which the optional
cash payment is received. The "Investment Date" in each month
is the first day of each month, unless such day falls on a
Saturday, Sunday or other day on which banking institutions in
the City of Indianapolis are authorized or obligated to close,
in which case the Investment Date is the next following
<PAGE>
business day. In the case of optional cash payments received
within five business days in advance of the first day of a
month or within five business days after the first day of such
month, the Investment Date shall be the 15th day of such month,
unless such day falls on a Saturday, Sunday or other day on
which banking institutions in the City of Indianapolis are
authorized or obligated to close, in which case the Investment
Date shall be the next following business day. All Common
Shares purchased with optional cash payments on an Investment
Date in a month next preceding a month in which a dividend on
the Common Shares is payable will be entitled to dividends
declared and payable in the next succeeding month, provided
that such Investment Date is on or before the record date for
such dividend.
Dividends will be reinvested on each dividend payment date.
13. What will be the price of shares purchased under the
Plan?
The price of Common Shares purchased from the Corporation
with participants' reinvested cash dividends and optional cash
payments will be 97% of the average of the means between the
high and low sale prices of the Common Shares, as supplied by
the National Association of Securities Dealers Automated
Quotation National Market System and reported by The Wall
Street Journal, for the five consecutive trading days ending on
the Investment Date or, if the securities markets are closed on
the Investment Date, the period of five consecutive trading
days immediately preceding the Investment Date. If there are
no reported sale prices for the Common Shares during any
trading day in the five-day period, or if publication by The
Wall Street Journal of reports of such prices for any trading
day in the five-day period does not take place or is subject to
reporting error, the purchase price will be determined by the
Corporation on the basis of such market quotations as the
Corporation and the Agent deem appropriate.
14. How will the number of shares purchased for me be
determined?
The number of Common Shares that will be purchased for you
on any Investment Date will depend on the amount of the
dividend on your Shares (if the Investment Date is a dividend
payment date), the amount of any optional cash payments, and
the applicable purchase price of the Common Shares. Your
account will be credited with the number of Common Shares
(including fractions computed to four decimal places) that
results from dividing the amount of dividends or optional
payments to be invested by the applicable purchase price (also
computed to four decimal places). See Question 4 for an
explanation regarding the purchase of Common Shares on behalf
of beneficial owners of Shares registered in names other than
their own.
<PAGE>
Costs
15. Are there any costs to me for my purchases under the
Plan?
No. There are no brokerage fees for purchases. Common
Shares are purchased directly from the Corporation. All costs
of administration of the Plan will be paid by the Corporation.
However, if you request the Agent to sell your Common Shares,
the Agent will deduct any brokerage commission and transfer tax
or other charge incurred. (See Question 21.)
Dividends
16. Will dividends be paid on shares held in my Plan account?
Yes. Cash dividends on full shares and any fraction of a
share credited to your account are automatically reinvested in
additional Common Shares and credited to your account.
Reports to Participants
17. What kind of reports will be sent to me?
Except for employees who purchase Common Shares through
payroll deduction, and assuming that you are a holder of record
of Shares, following each purchase of Common Shares for your
account, the Agent will mail to you a statement showing amounts
invested, purchase prices, the number of Common Shares
purchased and other relevant information. Employees who
purchase Common Shares through payroll deduction will receive
quarterly statements of such purchases made during the quarter.
These statements are your record of the costs of your purchases
and should be retained for income tax and other purposes. In
addition, you will receive copies of the same communications
sent to all other holders of record of Common Shares, including
the Corporation's quarterly reports and annual report to
shareholders, a notice of the annual meeting and proxy
statement and dividend information required by the Internal
Revenue Service to be furnished by the Corporation and the
Agent.
Certificates for Shares
18. Will I receive certificates for Common Shares purchased
under the Plan?
Common Shares purchased by the Agent for your account will
be registered in the name of the Agent's nominee and
certificates for such shares will not be issued to you until
requested. The total number of shares credited to your account
will be shown on each statement of account. This custodial
<PAGE>
service protects you against the risk of loss, theft or
destruction of stock certificates.
Certificates for any number of whole shares credited to your
account will be issued to you at any time upon written request
to the Agent. Any remaining full shares and any fraction of a
share will continue to be credited to your account.
Certificates for fractions of shares will not be issued.
19. May shares in my Plan account be pledged?
No. If you wish to pledge shares credited to your Plan
account, you must request certificates for such shares to be
pledged.
20. In whose name will certificates be registered when
issued?
When issued, certificates for shares will be registered in
the name in which your Plan account is maintained. For
shareholders, this generally will be the name or names in which
your certificates are registered at the time you enroll in the
Plan.
Withdrawal from the Plan
21. How do I withdraw from the Plan?
You may withdraw from the Plan at any time with respect to
all or part of your Shares by sending a written notice stating
that you wish to withdraw to BANK ONE, INDIANAPOLIS, NA,
Security Holder Services Department, IWC Resources Corporation
Dividend Reinvestment and Share Purchase Plan, 101 Monument
Circle, Indianapolis, Indiana 46277. When you withdraw from
the Plan, or upon termination of the Plan by the Corporation,
certificates for whole shares credited to your account under
the Plan will be issued to you and you will receive a cash
payment for any fraction of a share. (See Question 22.)
Upon withdrawal from the Plan, you may also request that all
or part of the shares, both whole and fractional, credited to
your account be sold by the Agent. If such sale is requested,
the sale will be made for your account by the Agent as promptly
as possible after the processing of the request for withdrawal.
You will receive from the Agent a check for the proceeds of the
sale less any brokerage commission, if the services of a broker
are used, and any transfer tax or other charges incurred.
22. What happens to my fractional share when I withdraw from
the Plan?
When you withdraw from the Plan, a cash adjustment
representing any fraction of a share then credited to your
account will be mailed directly to you. The cash payment will
<PAGE>
be handled as described in the second paragraph of Question 21
above. In order to effect the sale of a fraction of a share
credited to your account, it may be necessary for the Agent to
combine the sale of your fractional share interest with the
sales of fractional share interests of other withdrawing
participants so that whole shares may be sold.
Other Information
23. What happens if I sell or transfer all of the Shares
registered in my name?
If you dispose of all Shares registered in your name, the
dividends on the shares credited to your Plan account will
continue to be reinvested until you notify the Agent that you
wish to withdraw from the Plan.
24. What happens if the Corporation issues a stock dividend,
declares a stock split or has a rights offering?
Any stock dividend or split shares distributed by the
Corporation on shares credited to your Plan account will be
added to your account. Stock dividends or split shares
distributed on shares registered in your name but not credited
to your Plan account will be mailed directly to you in the same
manner as to shareholders who are not participating in the
Plan.
In a regular rights offering you will receive rights based
upon the total number of whole shares that you own; that is,
the total number of shares registered in your name and the
total number of whole shares held in your Plan account.
25. Can I vote shares in my Plan account at meetings of
shareholders?
Yes. You will receive a proxy for the total number of whole
Shares held - both the Shares registered in your name and those
credited to your Plan account. The total number of whole
Shares held may also be voted in person at a meeting.
Fractional shares held in Plan accounts may not be voted.
26. What are the Federal income tax consequences of
participation in the Plan?
Dividends that are reinvested in additional Common Shares
will be treated for Federal income tax purposes as having been
received in the form of a taxable stock distribution, rather
than as a cash dividend. An amount equal to the fair market
value on the Investment Date of shares acquired with reinvested
dividends will be treated as a taxable dividend. This fair
market value will be the average of the high and low sale
prices for the shares on the Investment Date, and not the
discounted price at which such shares are purchased for a
<PAGE>
shareholder's Plan account. A statement mailed to shareholders
at year end will indicate total dividend income.
The tax consequences of the optional purchase of shares
pursuant to the Plan are not entirely clear. A person that
purchases Common Shares in his capacity as a shareholder of the
Corporation will recognize dividend income in an amount equal
to the difference between the fair market value of the Common
Shares purchased on the Investment Date and the purchase price
for those Common Shares. An individual that purchases Common
Shares in his capacity as an employee of the Corporation or any
of its subsidiaries will recognize additional compensation in
an amount equal to the difference between the fair market value
of the Common Shares purchased on the Investment Date and the
purchase price of those Common Shares. This income will be
subject to employment taxes which will be withheld from the
employee's wages.
There is no authority or guidance from the IRS on the tax
consequences to a person who is eligible to purchase Common
Shares pursuant to the Plan in more than one capacity. For
example, it is unclear whether an individual who purchases
Common Shares pursuant to the Plan who is both a shareholder of
the Corporation and an employee of IWC should be treated as
purchasing those Common Shares as a shareholder or as an
employee. The Corporation intends to allow persons to
designate the capacity in which they are purchasing Common
Shares and to determine the tax consequences of the purchase
based on a valid designation by the purchaser. However, there
can be no assurance that the IRS could not successfully
challenge such designation.
The Corporation must withhold 31% of all dividend payments,
unless an exemption applies, to participants who have not
furnished the Corporation with their taxpayer identification
numbers in the manner required. Backup withholding is also
required in certain other limited circumstances. Any such tax
withheld will be treated as a credit against the participant's
Federal income tax liability. Pursuant to applicable Treasury
Regulations, the Corporation expects to satisfy this
requirement, when necessary, by withholding an amount equal to
31% of the cash dividend otherwise payable to such participant,
and using the remainder to purchase Common Shares, as described
above. In such case, the participant will be considered to
receive a taxable dividend equal to the sum of (a) the "fair
market value" of such purchased Common Shares, plus (b) the
amount of tax withheld.
The tax basis of shares acquired under the Plan by
reinvestment of dividends will be equal to the fair market
value of the shares on the Investment Date. The tax basis of
shares purchased with an optional cash payment will be the
amount of such optional cash payment plus the amount of income,
if any, recognized as a result of such purchase.
<PAGE>
The holding period of Common Shares acquired under the Plan,
whether purchased with dividends or optional cash payments,
will begin on the day following the date as of which the shares
were purchased for a shareholder's account.
A shareholder who participates in the Plan will not realize
any taxable income when he receives certificates for whole
shares credited to his account, either upon request for such
certificates or upon withdrawal from, or termination of, the
Plan. However, shareholders will recognize gain or loss when
whole shares acquired under the Plan are sold or exchanged -
either by the Agent at the shareholder's request when the
shareholder withdraws from the Plan or by the shareholder after
withdrawal from, or termination of, the Plan. Shareholders
also will recognize gain or loss upon receipt of a cash payment
for a fractional share credited to a shareholder's account upon
withdrawal from, or termination of, the Plan. The amount of
such gain or loss will be the difference between the amount
received by the shareholder for such fractional share and the
tax basis thereof. For most participants, such gain or loss
will be capital gain or loss. Backup withholding of 31% is
applicable upon the sale of shares by the Agent on behalf of a
participant or the payment of cash for fractional shares under
the circumstances described above for withholding on reinvested
dividends.
The above provisions are subject to changes as may from time
to time be required due to changes in applicable federal, state
or local tax laws and regulations.
Participants should consult their own tax advisors
concerning the tax consequences of their participation in the
Plan, including the effects of state, local and foreign taxes.
27. How are income tax withholding provisions applied to
foreign participants?
In the case of foreign participants who elect to have
dividends on their Shares reinvested and whose dividends are
subject to United States income tax withholding, an amount
equal to the dividends payable to such participants, less the
amount of tax required to be withheld, will be applied by the
Agent to the purchase of Common Shares.
Optional cash payments received from foreign participants
must be in United States dollars.
28. What is the responsibility of the Corporation and the
Agent under the Plan?
The Agent has not participated in the preparation of this
Prospectus and assumes no responsibility for its contents.
Neither the Corporation nor the Agent, in administering the
Plan, will accept liability for any act done in good faith or
<PAGE>
for any good faith omission to act, including without
limitation, any claim of liability arising out of failure to
terminate a participant's account upon such participant's death
prior to receipt of notice in writing of such death. It is the
position of the Securities and Exchange Commission that the
waiver of federal securities law liabilities is void as a
matter of public policy. Neither the Corporation nor the Agent
can assure you of a profit or protect you against a loss on
shares purchased under the Plan.
29. May the Plan be changed or discontinued?
The Corporation reserves the right to modify, suspend or
terminate the Plan at any time. All participants will receive
notice of any such action. Any such modification, suspension
or termination will not, of course, affect previously executed
transactions. The Corporation also reserves the right to
adopt, and from time to time to change, such administrative
rules and regulations (not inconsistent in substance with the
basic provisions of the Plan then in effect) as it deems
desirable or appropriate for the administration of the Plan.
The Agent reserves the right to resign at any time upon
reasonable written notice to the Corporation.
USE OF PROCEEDS
The Corporation has no basis for estimating precisely the
number of Common Shares that ultimately may be sold pursuant to
the Plan or the prices at which such shares will be sold. The
Corporation proposes to use the net proceeds from the sale of
Common Shares pursuant to the Plan, when and as received, for
retirement of debt, working capital, repurchase of shares, or
other general corporate purposes.
EXPERTS
The consolidated balance sheets of the Corporation and
subsidiaries as of December 31, 1993 and 1992 and the related
consolidated statements of earnings, shareholders' equity and
cash flows for each of the years in the three-year period ended
December 31, 1993, which financial statements appear in the
1993 Annual Report to shareholders, have been incorporated by
reference in the Corporation's annual report on Form 10-K for
the year ended December 31, 1993, and have been incorporated by
reference herein as indicated under "Documents Incorporated by
Reference" in reliance upon the report of KPMG Peat Marwick,
independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as
experts in accounting and auditing. The report of KPMG Peat
Marwick covering the financial statements for the three-year
period ended December 31, 1993, refers to a change in the
method of revenue recognition in 1991 and changes in the method
<PAGE>
of accounting for income taxes and post-retirement benefits
other than pensions in 1993.
LEGAL OPINIONS
Certain legal matters with respect to the Plan and in
connection with the issuance of the Common Shares pursuant
thereto have been passed upon for the Corporation by its
counsel, Baker & Daniels, 300 North Meridian Street,
Indianapolis, Indiana 46204. Fred E. Schlegel, a partner in
the firm of Baker & Daniels, is a director of the Corporation
and IWC.
<PAGE>
<PAGE>
II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses of issuance and distribution which are to be
paid by the Corporation are estimated as follows:
Item Amount
Securities and Exchange Commission
Registration Fee . . . . . . . . . . . . . . $3,385
Blue Sky Fees and Expenses . . . . . . . . . . 10,000
Legal Fees and Expenses . . . . . . . . . . . . 10,000
Accounting Fees and Expenses . . . . . . . . . 2,500
Printing and Engraving Expenses . . . . . . . . 10,000
Miscellaneous Expenses . . . . . . . . . . . . 1,000
Total Expenses . . . . . . . . . . . . . . 36,885
Item 15. Indemnification of Directors and Officers.
Reference is made to Article VII, Section 7.8 of the
Corporation's Articles of Incorporation incorporated by
reference as Exhibit 3 hereto which contain certain
indemnification provisions pursuant to authority contained in
the Indiana Business Corporation Law.
Item 16. Exhibits.
The list of exhibits is incorporated herein by reference to
the Index to Exhibits on page S-5.
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:
(a) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(b) 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
thereto) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement; and
(c) 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;
<PAGE>
provided, however that paragraphs (1)(a) and (1)(b) do not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement;
(2) that, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof;
(3) to remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering; and
(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 Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by
reference in this registration statement shall be deemed to be
a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described in Item 15, or otherwise, the registrant
has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant 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 registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-3 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Indianapolis, State of Indiana on
the 29th day of August, 1994.
IWC RESOURCES CORPORATION
By /s/ J.A. Rosenfeld
J.A. Rosenfeld
Executive Vice President and
Treasurer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement or Amendment thereto has been
signed below by the following persons in the capacities and on
the dates indicated.
Signature Title Date
/s/ James T. Morris* Chairman of the Board,
James T. Morris President, Chief Executive
Officer and DirectorAugust 29, 1994
/s/ J.A. Rosenfeld Executive Vice President
J.A. Rosenfeld and Treasurer (Principal
Financial Officer)August 29, 1994
/s/ James P. Lathrop* Controller (Principal
James P. Lathrop Accounting Officer)
of the Corporation
and Assistant
Treasurer of IWC August 29, 1994
Director ___________, 1994
Joseph D. Barnette, Jr.
/s/ Thomas W. Binford* Director August 29, 1994
Thomas W. Binford
/s/ Joseph R. Broyles* Director August 29, 1994
Joseph R. Broyles
Director ___________, 1994
Murvin S. Enders
<PAGE>
/s/ Otto N. Frenzel III* Director August 29, 1994
Otto N. Frenzel III
/s/ Elizabeth Grube* Director August 29, 1994
Elizabeth Grube
/s/ J.B. King* Director August 29, 1994
J.B. King
/s/ Robert B. McConnell* Chairman of the Executive
Robert B. McConnell Committee of the Corporation
and IWC, and DirectorAugust 29, 1994
Director __________, 1994
J. George Mikelsons
/s/ Thomas M. Miller* Director August 29, 1994
Thomas M. Miller
/s/ Jack E. Reich* Director August 29, 1994
Jack E. Reich
/s/ Fred E. Schlegel* Director August 29, 1994
Fred E. Schlegel
Director __________, 1994
Robert A. Borns
*By
J.A. Rosenfeld
Attorney-in-fact
<PAGE>
<PAGE>
INDEX TO EXHIBITS
Exhibit
No. Exhibit
3 Restated Articles of Incorporation of the Corporation,
as amended, are incorporated by reference to
Exhibit 3A-1 to the Corporation's Annual Report on Form
10-K for the fiscal year ended December 31, 1993.
5 *Opinion of Baker & Daniels, counsel for the
Corporation as to the legality of the Common Shares.
23(a) Consent of KPMG Peat Marwick.
23(b) Consent of Baker & Daniels (contained in Exhibit 5
above).
24 Power of Attorney (included on page S-3).
____________
*Filed with this amendment.
<PAGE>
BAKER & DANIELS
300 North Meridian Street, Suite 2700
Indianapolis, Indiana 46204
(317) 237-0300
August 29, 1994
IWC Resources Corporation
1220 Waterway Boulevard
Indianapolis, Indiana 46202
Ladies and Gentlemen:
We have acted as counsel to IWC Resources Corporation, an
Indiana corporation (the "Company"), in connection with the
proposed issuance and sale by it of up to 500,000 shares of its
common stock ("Common Shares") to participants in the Company's
proposed "Dividend Reinvestment and Share Purchase Plan." In
connection with this opinion letter, we have examined the
Company's Registration Statement on Form S-3 relating to the
Common Shares, as amended by Amendment No. 1 thereto (the
"Registration Statement"), and originals or copies, identified
to our satisfaction, of such documents, corporate records,
instruments and other relevant materials as we deemed
advisable, and we have made such examination of statutes and
decisions and reviewed such questions of law as we have
considered necessary or appropriate.
In making our examination of documents, we have assumed the
genuineness of all signatures; the legal capacity of all
natural persons; the authenticity of all documents submitted to
us as originals; the conformity to original documents of all
documents submitted to us as copies; and the authenticity of
the originals of such copies. As to facts material to this
opinion, we have relied upon certificates, statements or
representations of public officials, of officers and
representatives of the Company and of others, without any
independent verification thereof.
The laws covered by the opinions expressed herein are
limited to the federal laws of the United States and the laws
of the State of Indiana.
<PAGE>
Based upon and subject to the foregoing, we are of the
opinion that:
1. The Company is existing as a corporation under the laws
of the State of Indiana.
2. The issuance and sale of the Common Shares has been
duly authorized by the Board of Directors of the Company or by
a duly authorized committee of such Board and, when the
Registration Statement shall have become effective and the
Common Shares shall have been issued and sold as contemplated
in the Registration Statement and delivered against payment of
the consideration therefor, the Common Shares will be validly
issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to
the Registration Statement and to the references to us under
the heading "Legal Opinions" in the prospectus contained
therein. In giving such consent, we do not admit that we come
within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the
rules or regulations of the Securities and Exchange Commission
thereunder.
Yours very truly,
/s/ Baker & Daniels
<PAGE>
