As filed with the Securities and Exchange Commission
on July 15, 1994
Registration No. 33-____________
SECURITIES AND EXCHANGE COMMISSION
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
______________________________
Approximate date of commencement of proposed sale to the
public: As soon as practicable and after the effective date of
this Registration Statement.
<PAGE>
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 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. [x]
<TABLE>
<CAPTION>
______________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of class of Amount maximum maximumAmount of
securities to be to be offering aggregateregistration
registered registeredprice per Share*offering price fee
</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.
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said section 8(a) may determine.
[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 (the "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 and utility customers 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. Customers of the Corporation's utility subsidiaries
who are residents of the State of Indiana may also make optional
cash purchases under the Plan. 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
Advantages . . . . . . . . . . . . . . . . . . . . . . . . 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
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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 Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549, and at the Commission's Regional Offices located at
75 Park Place, New York, New York 10007; and 500 West Madison
Street, Suite 1400, Chicago, Illinois. Copies of such material
can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., 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 the Securities
Exchange Act of 1934 in connection with the annual meeting of
<PAGE>
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.
-2-
<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 fire
protection service in Indianapolis, Indiana, and 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
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<PAGE>
the Plan, including the 3% discount offered to participants, are
less than the underwriting and other expenses that would be
incurred in selling additional newly issued Common Shares in
other ways.
Advantages
2. What are the advantages 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.)
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 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.
Eligibility
4. Who is eligible to participate?
All holders of record of Shares and certain employees and
customers of the Corporation and its subsidiaries may participate
in the Plan. Customers of the Corporation's utility
subsidiaries, including IWC, who are residents of the State of
Indiana may also make optional cash purchases with a minimum
purchase of $100 and up to a total of $100,000 annually. (See
Question 6.) Employees of the Corporation or its subsidiaries
who are residents of the State of Indiana or certain other states
-4-
<PAGE>
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 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 5th 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) 639-8110.
Brokers, nominees and investment companies are not eligible to
participate in the optional cash purchase portion of the Plan.
-5-
<PAGE>
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. How does a non-shareholder who is a customer of the
Corporation's utility subsidiaries and a resident of the State of
Indiana participate?
Customers of the Corporation's utility subsidiaries who are
Indiana residents may apply for enrollment in the Plan by
completing and returning the appropriate Customer Authorization
Card to the Agent, together with a check in an amount not less
than $100 nor more than $100,000, made payable to Bank One,
Indianapolis, NA.
The Customer Authorization Card requires you to provide
certification of Indiana residency, and to appoint the Agent to
purchase shares on your behalf. It also allows you to decide the
amount of your initial investment, which will be used to purchase
full and fractional Common Shares. 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.
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 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
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<PAGE>
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.
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 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) 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,
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 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 only 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 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
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<PAGE>
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 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 and customers 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
-8-
<PAGE>
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 business day. All
Common Shares purchased with optional cash payments on the
Investment Date of 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.
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 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 shares that will be purchased for you on any
Investment Date will depend on the amount of your dividend (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 shares (including fractions computed to four decimal places)
that results from dividing the amount of dividends or optional
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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 shares on behalf of
beneficial owners of shares registered in names other than their
own.
Costs
15. Are there any costs to me for my purchases under the Plan?
No. There are no brokerage fees for purchases. 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 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 shares through payroll
deduction, and assuming that you are a holder of record of
Shares, following each purchase of shares for your account, the
Agent will mail to you a statement showing amounts invested,
purchase prices, the number of shares purchased and other
relevant information. Employees who purchase 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.
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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 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.
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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 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.
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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 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. It is unclear whether a person that purchases Common
Shares as a customer of one of the Corporation's utility
subsidiaries will recognize any income at the time of purchase.
The Internal Revenue Service ("IRS") might successfully assert
that customers should recognize income as a result of purchasing
Common Shares at a purchase price that is less than the fair
market value on the date of purchase. The Corporation does not
presently intend to treat customers who purchase Common Shares
pursuant to the Plan as having recognized income by reason of
such purchase, but the Corporation could change its position as
the result of subsequent guidance from the IRS or as the result
of subsequent decisions by the courts.
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 a customer of IWC should be treated as purchasing
those Common Shares as a shareholder or as a customer. 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
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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.
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.
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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 their
dividends 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 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. 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.
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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 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>
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<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
S-1
<PAGE>
disclosed in the registration statement or any material
change to such information in the registration statement;
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>
S-2
<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
15th day of July, 1994.
IWC RESOURCES CORPORATION
By /s/ James T. Morris
James T. Morris
Chairman of the Board, President and
Chief Executive Officer
______________________________
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints James T. Morris,
J.A. Rosenfeld and John M. Davis, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or their
substitutes may lawfully do or cause to be done by virtue hereof.
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, President, Chief
James T. Morris Executive Officer and DirectorJuly 15, 1994
/s/ J.A. Rosenfeld Senior Vice President and Treasurer
J.A. Rosenfeld (Principal Financial Officer)July 15, 1994
S-3
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/s/ James P. Lathrop Controller (Principal Accounting
James P. Lathrop Officer) of the Corporation and
Assistant Treasurer of IWCJuly 15, 1994
Director ___________, 1994
Joseph D. Barnette, Jr.
/s/ Thomas W. Binford Director July 15, 1994
Thomas W. Binford
/s/ Joseph R. Broyles Director July 15, 1994
Joseph R. Broyles
Director ___________, 1994
Murvin S. Enders
/s/ Otto N. Frenzel III Director July 15, 1994
Otto N. Frenzel III
/s/ Elizabeth Grube Director July 15, 1994
Elizabeth Grube
/s/ J.B. King Director July 15, 1994
J.B. King
/s/ Robert B. McConnell Chairman of the Executive Committee
Robert B. McConnell of the Corporation and IWC,
and Director July 15, 1994
Director __________, 1994
J. George Mikelsons
/s/ Thomas M. Miller Director July 15, 1994
Thomas M. Miller
/s/ Jack E. Reich Director July 15, 1994
Jack E. Reich
/s/ Fred E. Schlegel Director July 15, 1994
Fred E. Schlegel
Director __________, 1994
Robert A. Borns
<PAGE>
S-4
<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 (to be filed by
amendment).
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).
S-5
<PAGE>
KPMG Peat Marwick
Certified Public Accountants
2400 First Indiana Plaza
135 North Pennsylvania Street
Indianapolis, Indiana 46204-2462
The Board of Directors
IWC Resources Corporation
We consent to the use of our report incorporated herein by
reference and to the reference to our firm under the heading
"Experts" in the prospectus. Our report refers to a change in
the method of revenue recognition in 1991 and changes in the
method of accounting for income taxes and postretirement benefits
other than pensions in 1993.
Indianapolis, Indiana
July 8, 1994
<PAGE>
