As filed with the Securities and Exchange Commission
on October 31, 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.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
<PAGE>
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]
______________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION> Proposed Proposed
Title of class of Amount maximum maximum Amount of
securities to be to be offering aggregate
registration
registered registeredprice per Shareoffering price fee
<S> <C> <C>
<C> <C>
Common Shares
(without par value)0 Shares* N/A $0 $0*
</TABLE>
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.
* Pursuant to Rule 429, the Prospectus contained in this
Registration Statement will be used solely in connection with
the offering of up to 484,486 shares of common stock
previously registered but not issued pursuant to the
Corporation's Registration Statement No. 33-54613.
Accordingly, no registration fee is due. In the event any
such previously registered shares of common stock are offered
prior to the effective date of this Registration Statement,
they will not be included in any prospectus hereunder.
[End of Page 1.]
<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 Caption
Number Item and Heading 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>
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 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 or fifteenth 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>
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 8
Dividends 8
Reports to Participants 8
Certificates for Shares 8
Withdrawal from the Plan 9
Other Information 10
USE OF PROCEEDS 12
EXPERTS 12
LEGAL OPINIONS 13
-i-
<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 Corporation's Quarterly Report on Form 10-Q for the
quarter ended June 30, 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 onMay 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.
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
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<PAGE>
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 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 (provided you are not a broker, nominee or
investment company) 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, 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
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<PAGE>
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, the Agent's nominee or the Agent's
depository. None of the Agent, the Agent's nominee or the
Agent's depository will control, be controlled by, or be under
common control with the Corporation.
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
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
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<PAGE>
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) 639-8110.
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. How does a non-shareholder who is a customer of one of the
Corporation's utility subsidiaries and a resident of the State of
Indiana participate?
Customers of the Corporation's utility subsidiaries who are
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<PAGE>
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 Common 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 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.
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.
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<PAGE>
-- 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, not in the optional cash purchase option.
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 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
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<PAGE>
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.
Optional cash payments will be held by the Agent until they
are invested in Common Shares on the next Investment Date. An
optional cash payment may be made by a shareholder or customer 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 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. 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
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<PAGE>
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 for Common Shares (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.
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<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 may 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
held by the Agent and registered in the name of the Agent, the
Agent's nominee or the Agent's depository. 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
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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. If I request certificates for shares, in whose name will
such certificates be registered?
When issued upon your request, 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 request for withdrawal is processed. You
will receive from the Agent a check for the proceeds of the sale
less any brokerage commission, transfer tax or other customary
charges incurred. Such charges, if any, will be comparable to or
less than the prevailing competitive rates being charged in the
brokerage industry at the time of such sale for similar
services.
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<PAGE>
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.
26. What are the Federal income tax consequences of
participation in the Plan?
Dividends that are reinvested in Common Shares will be
treated for Federal income tax purposes as having been received
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<PAGE>
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 an optional cash 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
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
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<PAGE>
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.
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.
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<PAGE>
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 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
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<PAGE>
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.
-16-
<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 $ 0
Blue Sky Fees and Expenses 1,000
Legal Fees and Expenses 2,000
Accounting Fees and Expenses 500
Printing and Engraving Expenses 10,000
Miscellaneous Expenses 1,000
Total Expenses $14,500
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
S-1
<PAGE>
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.
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
31st day of October, 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 TitleDate
/s/ James T. Morris Chairman of the Board,
James T. Morris President, Chief Executive
Officer and Director October 31, 1994
S-3
<PAGE>
/s/ J.A. Rosenfeld Executive Vice President and Treasurer
J.A. Rosenfeld (Principal Financial Officer)October 31, 1994
/s/ James P. Lathrop Controller (Principal Accounting
James P. Lathrop Officer of the Corporation and
Assistant Treasurer of IWCOctober 31, 1994
Director October __, 1994
Joseph D. Barnette, Jr.
/s/ Thomas W. Binford Director October 31, 1994
Thomas W. Binford
/s/ Joseph R. Broyles Director October 31, 1994
Joseph R. Broyles
Director October __, 1994
Murvin S. Enders
/s/ Otto N. Frenzel III Director October 31, 1994
Otto N. Frenzel III
/s/ Elizabeth Grube Director October 31, 1994
Elizabeth Grube
/s/ J.B. King Director October 31, 1994
J.B. King
/s/ Robert B. McConnell Chairman of the Executive Committee
Robert B. McConnell of the Corporation and IWC, and
Director October 31, 1994
Director October __, 1994
J. George Mikelsons
/s/ Thomas M. Miller Director October 31, 1994
Thomas M. Miller
/s/ Jack E. Reich Director October 31, 1994
Jack E. Reich
/s/ Fred E. Schlegel Director October 31, 1994
Fred E. Schlegel
Director October __, 1994
Robert A. Borns
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.
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>
BAKER & DANIELS
300 NORTH MERIDIAN STREET, SUITE 2700
INDIANAPOLIS, INDIANA 46204
(317) 237-0300
October 28, 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 484,486 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 (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.
<PAGE>
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.
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>
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.
/s/ KPMG Peat Marwick LLP
Indianapolis, Indiana
October 10, 1994
<PAGE>
