FORM 11-K/A
(Amendment No. 1)
(Mark One)
___
[_x_] Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934 [Fee Required]
For the fiscal year ended December 31, 1993
OR
___
[___] Transition Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934 [No Fee Required]
For the transition period from ____ to ____
Commission file number 0-15420
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
IWC RESOURCES CORPORATION
EMPLOYEE THRIFT PLAN
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office:
IWC RESOURCES CORPORATION
1220 Waterway Boulevard
Indianapolis, IN 46202
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REQUIRED INFORMATION
Item 4. The Plan's financial statements and schedules have been
prepared in accordance with the financial reporting
requirements of ERISA. Such financial statements and
schedules are included in this Report in lieu of the
information required by Items 1-3 of Form 11-K.
Financial Statements and Exhibits Page No.
(a) Financial Statements
Independent Auditors' Report...................... 3
Statements of Financial Condition, December 31,
1993 and 1992..................................... 4
Statements of Income and Changes in Plan Equity,
Years ended December 31, 1993 and 1992............ 5
Notes to Financial Statements..................... 6
Schedule of Assets Held for Investment Purposes... 16
Schedule of Reportable Transactions............... 17
(b) Exhibits: The list of exhibits filed as part of this
report is incorporated herein by reference to the Index
to Exhibits at page 14.
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KPMG Peat Marwick
Certified Public Accountants
2400 First Indiana Plaza
135 North Pennsylvania Street
Indianapolis, Indiana 46204-2452
Independent Auditors' Report
The Employee Benefits Committee
IWC Resources Corporation Employee Thrift Plan:
We have audited the accompanying statements of financial
condition of the IWC Resources Corporation Employee Thrift Plan
as of December 31, 1993 and 1992, and the related statements of
income and changes in plan equity for the years then ended.
These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that we
plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
condition of the IWC Resources Corporation Employee Thrift Plan
as of December 31, 1993 and 1992, and its income and changes in
plan equity for the years then ended, in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
supplemental schedules of assets held for investment purposes
and reportable transactions are presented for the purpose of
additional analysis and are not a required part of the basic
financial statements but are supplementary information required
by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedules have been
subjected to the auditing procedures applied in the audits of
the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic
financial statements taken as a whole.
KPMG PEAT MARWICK
May 27, 1994
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IWC RESOURCES CORPORATION EMPLOYEE THRIFT PLAN
Statements of Financial Condition
December 31, 1993 and 1992
1993 1992
Assets held by Trustee:
Investments, at market value:
Common stock of IWC Resources
Corporation
(cost of $2,991,867 and
$2,110,479) $ 3,475,217 2,614,558
Other common stocks 1,826,425 -
Investment Trust for Employee
Benefit Plans Equity Fund - 1,241,008
The One Group Income Bond Fund 486,007 -
National City Bank certificate
of deposit 578,447 542,295
Cash equivalents:
National City Bank AIM
Prime Portfolio 2,156,427 3,119,704
BOI Money Market Savings 449 -
Contributions receivable (prepaid):
Participants 42,414 52,957
Employer (13,263) (2,287)
Accrued interest income 8,225 8,189
Accrued dividends 4,914 -
Amounts due from Employer - 7,206
Plan equity $ 8,565,262 7,583,630
See accompanying notes to financial statements.
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IWC RESOURCES CORPORATION EMPLOYEE THRIFT PLAN
Statements of Income and Changes in Plan Equity
Years ended December 31, 1993 and 1992
1993 1992
Plan equity beginning of year $ 7,583,630 6,512,972
Additions:
Participant contributions 711,113 671,783
Employer contributions 279,010 238,538
Dividend income 222,609 153,742
Interest income 159,185 154,376
Net appreciation in fair value
of investments (note 4) 20,623 225,637
Amounts received from trustee 824 -
1,393,364 1,444,076
Deductions - Distributions to
participants 411,732 373,418
Plan equity end of year $ 8,565,262 7,583,630
See accompanying notes to financial statements.
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IWC RESOURCES CORPORATION EMPLOYEE THRIFT PLAN
Notes to Financial Statements
December 31, 1993 and 1992
(1) Description of Plan
The following description of IWC Resources Corporation
Employee Thrift Plan (the Plan) provides only general
information. Participants should refer to the Plan
agreement for a more complete description of the Plan's
provisions.
General
The Plan is a defined contribution plan sponsored by
IWC Resources Corporation (the Employer) covering all
employees of the Employer and its subsidiaries who are not
represented by, or included within, a collective bargaining
unit and who have completed one year of eligibility service
as defined by the Plan. The Plan is subject to the
provisions of the Employee Retirement Income Security Act
of 1974.
Contributions
Eligible participants may elect a salary reduction not to
exceed 15% of their compensation from the Employer for each
plan year subject to limitations imposed by the Internal
Revenue Code. The Employer is to contribute an amount
equal to 50% of participants' elected salary reductions,
excluding that portion of such salary reductions in excess
of 6% of participant compensation.
Employer contributions are payable only to the extent of
Employer net profits. An additional Employer contribution
may be made at the discretion of the Board of Directors.
Participant Accounts
Each participant's account is credited for participant
contributions and allocations of Employer contributions and
plan earnings. The benefit to which a participant is
entitled is the benefit that can be provided from the
participant's account.
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Funds
The Plan provides that one or more separate trust funds be
established by written addendum to the Plan, and
participants can elect the fund to which their
contributions are credited. At December 31, 1992, the Plan
had three trust funds: the Stock Fund which invests
primarily in IWC Resources Corporation common stock, the
Money Market Fund which invests primarily in government and
other money market instruments and the Equity Fund which
invests primarily in publicly traded common and preferred
stocks. Effective January 1, 1993, the Plan added a fourth
investment fund, the Fixed Income Fund, which invests
primarily in corporate obligations and short-term cash
equivalents. As of December 31, 1993, the number of Plan
members electing to fully or partially participate in the
Stock Fund, Money Market Fund, Equity Fund, and Fixed
Income Fund were 113, 168, 135 and 59, respectively.
The trust funds are managed on behalf of the Plan
under the terms of an agreement between the Plan and
National City Bank, Indiana (Trustee).
Vesting
Participants' contributions are fully vested at the time
they are credited to the participant's account.
Participant vesting in employer contributions increases
each year until 100% vested after five years of vesting
service.
Forfeitures
Once a participant incurs five consecutive one-year breaks
in service, all amounts not vested are forfeited to the
Plan. Aggregate forfeitures during any plan year are held
and reallocated at the end of the plan year among
participants then employed. The amount allocated to each
participant is based on the ratio of each participant's
aggregate compensation for the plan year to the aggregate
compensation for the plan year of all participants entitled
to share in the allocable forfeitures.
Benefits
Upon termination of service or retirement, participants may
elect to receive equal payments over a period provided in
the Plan or a lump sum amount equal to the value of their
accounts to the extent vested as of the last valuation date
before the distribution. The lump sum distribution shall
be payable within sixty days after the end of the plan year
in which the event giving rise to the distribution
occurred.
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Expenses
All expenses of the Plan are reimbursed by the Employer.
(2) Summary of Significant Accounting Policies
Investments
Investments in common stock are stated at fair market value
as reported by the Trustee. Investment Trust Funds are
valued at cash deposits plus interest earned to date.
Investment transactions are recorded as of the settlement
date.
Contributions Receivable
Contributions receivable represents amounts due as of
December 31 under the terms of the Plan. Prepaid
contributions represent amounts paid as of December 31 not
due until the following year.
Tax Status
The Plan has received a favorable determination letter from
the Internal Revenue Service that the Plan qualifies under
Section 401(a) of the Internal Revenue Code and is exempt
from federal income taxes under the provision of Section
501(a).
As a general rule, participant salary reduction
contributions and employer contributions are not taxable to
a participant until distributed from the Plan.
(3) Plan Termination
Although the Employer has not expressed any intent to
terminate the Plan, it may do so at any time. The interest
of the participant in Employer contributions shall be fully
vested upon termination of the Plan.
(4) Investments
Net appreciation (depreciation) in fair value of the Plan's
investments during 1993 and 1992 is summarized as follows:
1993 1992
Common stock of IWC Resources
Corporation $ (20,728)49,449
Other common stocks 59,694 -
Investment Trust for Employee
Benefits Plans Equity Fund - (23,812)
The One Group Income Bond Fund (18,343) -
$ 20,623 225,637
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(5) Investment Fund Allocations
A summary of assets and plan equity by fund as of
December 31, 1993 follows:
<TABLE>
<CAPTION>
Money Fixed
Stock Market Equity Income
Fund Fund Fund Fund Total
</CAPTION>
<S> <C> <C> <C> <C> <C>
Assets held by Trustee:
Investments at market value:
Common stock of IWC Resources Corporation $ 3,475,217 - - - 3,475,217
Other common stocks - - 1,826,425 - 1,826,425
Bond fund - - - 486,007 486,007
Certificate of deposit - 578,447 - - 578,447
Cash equivalents:
AIM Prime Portfolio 324,772 1,772,878 46,221 12,556 2,156,427
Money Market Savings - - - 449 449
Contributions receivable 8,714 5,060 11,843 3,534 29,151
Accrued interest income 829 4,797 182 2,417 8,225
Accrued dividends - - 4,914 - 4,914
Plan equity $3,809,532 2,361,182 1,889,585 504,963 8,565,262
</TABLE>
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A summary of assets and plan equity by fund as of
December 31, 1992 follows:
<TABLE>
<CAPTION>
Money
Stock Market Equity
Fund Fund Fund Total
<S> <C> <C> <C> <C>
Assets held by Trustee:
Investments at market value:
Common stock of IWC Resources Corporation $ 2,614,558 - - 2,614,558
Equity fund - - 1,241,008 1,241,008
Certificate of deposit - 542,295 - 542,295
Cash equivalent -
AIM Prime Portfolio 459,742 2,630,185 29,777 3,119,704
Contributions receivable 11,221 19,091 20,358 50,670
Accrued (prepaid) interest income 1,360 7,151 (322) 8,189
Amounts due from Employer 2,946 3,127 1,133 7,206
Plan equity $ 3,089,827 3,201,849 1,291,954 7,583,630
</TABLE>
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(6) Investment Fund Changes
A summary of income and changes in plan equity by fund for the
year ended December 31, 1993 follows:
<TABLE>
<CAPTION>
Money Fixed
Stock Market Equity Income
Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C>
Plan equity, December 31, 1992 $ 3,089,827 3,201,849 1,291,954 - 7,583,630
Additions:
Participant contributions 259,686 155,773 211,161 84,493 711,113
Employer contributions 94,108 68,182 90,570 26,150 279,010
Dividend income 197,418 - 25,191 - 222,609
Interest income 13,912 96,820 3,805 44,648 159,185
Net appreciation (depreciation) in fair
value of investments (20,728) - 59,694 (18,343) 20,623
Amounts received from trustee - 400 402 22 824
544,396 321,175 390,823 136,970 1,393,364
Deductions -
Distributions to participants 135,829 273,869 1,750 284 411,732
Transfers between funds 311,138 (887,973) 208,558 368,277 -
Plan equity, December 31, 1993 $3,809,532 2,361,182 1,889,585 504,963 8,565,262
</TABLE>
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A summary of income and changes in plan equity by fund
for the year ended December 31, 1992 follows:
<TABLE>
<CAPTION> Money
Stock Market Equity
Fund Fund Fund Total
<S> <C> <C> <C> <C>
Plan equity, December 31, 1991 $2,430,679 3,086,214 996,079 6,512,972
Additions:
Participant contributions 179,284 310,303 182,196 671,783
Employer contributions 66,914 106,752 64,872 238,538
Dividend income 153,742 - - 153,742
Interest income 3,711 149,816 849 154,376
Net appreciation (depreciation) in fair
of investments 249,449 - (23,812) 225,637
653,100 566,871 224,105 1,444,076
Deductions -
Distributions to participants 101,326 249,444 22,648 373,418
Transfers between funds 107,374 201,792) 4,418 -
Plan equity, December 31, 1992 $3,089,827 3,201,849 1,291,954 7,583,630
</TABLE>
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SIGNATURES
The Plan. Pursuant to the requirements of the
Securities Exchange Act of 1934, the trustees (or other persons
who administer the employee benefit plan) have duly caused this
annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
IWC RESOURCES CORPORATION
EMPLOYEE THRIFT PLAN
Date: June 29, 1994 /s/ J.A. Rosenfeld
Name: J.A. Rosenfeld
Title: Chairman, Employee
Benefits Committee
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INDEX TO EXHIBITS
Exhibit No. Description Page No.
24 Written Consent of KPMG Peat Marwick 15
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KPMG PEAT MARWICK
Certified Public Accountants
2400 First Indiana Plaza
135 North Pennsylvania Street
Indianapolis, Indiana 46204-2452
Consent of Independent Certified Public Accountants
The Board of Directors
IWC Resources Corporation:
We consent to incorporation by reference in the Registration
Statement (No. 33-30221) on Form S-8 of IWC Resources
Corporation of our report dated May 27, 1994, relating to the
statements of financial condition of IWC Resources Corporation
Employee Thrift Plan as of December 31, 1993 and 1992, the
related statements of income and changes in plan equity for the
years then ended, and the related schedules of assets held for
investment purposes and reportable transactions as of and for
the year ended December 31, 1993, which report appears in the
December 31, 1993 annual report on Form 11-K of IWC Resources
Corporation Employee Thrift Plan.
KPMG PEAT MARWICK
Indianapolis, Indiana
May 27, 1994
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Schedule 1
<TABLE>
IWC RESOURCES CORPORATION EMPLOYEE THRIFT PLAN
Schedule of Assets Held for Investment Purposes
December 31, 1993
<CAPTION>
Shares or Current
Identity of Issue Description of Investment Par Value Cost Value
<S> <C> <C> <C> <C>
IWC Resources Corporation Common stock 161,638 $2,991,867 3,475,217
Abbott Laboratories Common stock 1,700 45,247 50,362
Air Products & Chemicals Common stock 1,000 42,725 44,250
Albertson Inc. Common stock 1,700 47,282 45,475
Aluminum Co. of America Common stock 650 41,407 45,094
American Express Co. Common stock 1,300 36,302 40,137
American International
Group Inc. Common stock 450 38,790 39,487
Armstrong World Ind. Inc. Common stock 1,100 34,980 58,575
Atlantic Richfield Co. Common stock 450 53,104 47,362
Automatic Data Processing Common stock 900 44,332 49,725
Capital Holding Corp. Del. Common stock 1,200 46,060 44,550
Colgate-Palmolive Co. Common stock 800 46,365 49,900
Delta Air Lines Inc. Del. Common stock 750 40,575 40,969
The Walt Disney Company Common stock 1,100 43,680 46,887
Dow Chemical Co. Common stock 800 43,227 45,400
Federal Express Corp. Common stock 650 32,472 46,069
GTE Corp. Common stock 1,200 42,785 42,000
Gannett Co. Inc. Common stock 800 40,740 45,800
General Electric Co. Common stock 400 37,570 41,950
General Mills Inc. Common stock 750 49,069 45,562
General Motors Corp. Common stock 900 36,832 49,387
Genuine Parts Co. Common stock 1,200 43,060 45,150
Gerber Products Co. Common stock 1,600 44,080 45,400
Hewlett-Packard Co. Common stock 600 46,343 47,400
Ingersoll-Rand Co. Common stock 1,200 40,985 45,900
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International Business
Machines Corp. Common stock 900 42,595 50,850
International Flavors &
Fragrances Inc. Common stock 425 49,018 48,344
Kimberly-Clark Corp. Common stock 900 43,045 46,688
May Department Stores Co. Common stock 1,000 37,275 39,375
Merck & Co. Inc. Common stock 1,400 49,545 48,125
Minnesota Mining & Mfg. Co. Common stock 400 45,008 43,500
JP Morgan Co. Inc. Common stock 600 41,380 41,625
Motorola Inc. Common stock 425 33,989 39,206
Pepsi Co. Inc. Common stock 1,100 41,668 44,963
Pitney Bowes Inc. Common stock 1,100 45,793 45,513
Raytheon Co. Common stock 700 40,485 46,200
Schlumberger Ltd. Common stock 800 50,828 47,300
Sonat Inc. Common stock 1,700 49,468 49,088
Union Camp Corp. Common stock 900 40,183 42,863
Union Pacific Corp. Co. Common stock 700 43,235 43,838
WMX Technologies Inc. Common stock 1,750 53,056 46,156
Bank One, Indianapolis The One Group Income
Bond Fund 48,943 504,465 486,007
National City Bank Certificate of deposit,
6.4% due 9/30/94 578,447 578,447 578,447
National City Bank AIM Prime Portfolio 2,156,427 2,156,427 2,156,427
Bank One, Indianapolis BOI Money Market
Savings 449 449 449
Total $ 7,956,238 8,522,972
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Schedule 2
<TABLE>
IWC RESOURCES CORPORATION EMPLOYEE THRIFT PLAN
Schedule of Reportable Transactions
Year ended December 31, 1993
<CAPTION>
Identity Description Purchase Selling Lease Expense Cost CurrentGain/
of Issue of Asset Fund Price Price Rental Incurredof AssetValue (Loss)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
National City AIM Prime Money
Bank Portfolio Market $1,148,253 1,148,253 - - 1,148,253 1,148,253 -
National City AIM Prime Money
Bank Portfolio Market 290,946 - - - 290,946 290,946 -
National City AIM Prime
Bank Portfolio Stock 988,680 988,680 - - 988,680 988,680 -
National City AIM Prime
Bank Portfolio Stock 853,710 - - - 853,710 853,710 -
National City IWC Resources
Bank Corporation Stock 881,388 - - - 881,388 881,388 -
National City AIM Prime
Bank Portfolio Equity 1,892,055 - - - 1,892,055 1,882,055 -
National City AIM Prime
Bank Portfolio Equity 1,875,612 1,875,612 - - 1,875,612 1,875,612 -
National City Investment Trust for
Bank Employee Benefit
Plans Equity
Fund #2 Equity $204,759 - - - 204,759 204,759 -
National City Investment Trust for
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Bank Employee Benefit
Plans Equity Equity - 1,396,987 - - 1,337,909 1,396,987 59,078
Fund #2
Bank One, The One Group Fixed
Indianapolis Income Bond FundIncome 504,465 - - - 504,465 504,465 -
Bank One, BOI Money Market Fixed
Indianapolis Savings Account Income 438,120 - - - 438,120438,120 -
Bank One, BOI Money Market Fixed
Indianapolis Savings Account Income - 437,671 - - 437,671 437,671 -
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