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Document: EDGAR10Q
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Creation Date: 02/21/1994
Modification Date: 05/12/1994
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 1994
or
( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
Commission file number 0-15420
IWC RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
Indiana 35-1668886
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1220 Waterway Boulevard, Indianapolis, Indiana 46202
(Address of principal executive office) (Zip Code)
(317) 639-1501
Registrant's telephone number, including area code
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days: Yes x No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Common Stock, no par value per share 6,836,588 Shares
Class Outstanding at 4-1-94
IWC RESOURCES CORPORATION AND SUBSIDIARIES
Index
Part I. Financial Information:
Consolidated Balance Sheets as of March 31, 1994 and
1993, and December 31, 1993 (Unaudited)
Consolidated Statement of Shareholders' Equity - Three
Months ended March 31, 1994 (Unaudited)
Consolidated Statements of Earnings - Three Months ended
March 31, 1994 and 1993 (Unaudited)
Consolidated Statements of Cash Flows -
Three Months ended March 31, 1994 and 1993 (Unaudited)
Notes to Consolidated Financial Statements (Unaudited)
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Part II. Other Information:
PART I. FINANCIAL INFORMATION
<TABLE>
IWC RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 31, 1994 and 1993 and December 31, 1993
(Unaudited)
<CAPTION>
March 31, December 31,
1994 1993 1993
(in thousands)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 1,925 1,207 1,813
Accounts receivable, less allowance for
doubtful accounts of $190 9,712 7,189 9,515
Materials and supplies, at average cost 1,812 1,437 1,722
Other current assets 881 644 871
Total current assets 14,330 10,477 13,921
Utility plant:
Utility plant in service 325,961 315,582 323,313
Less accumulated depreciation 7l,928 66,510 70,406
Net plant in service 254,033 249,072 252,907
Construction work in progress 8,940 5,513 7,756
Utility plant, net 262,973 254,585 260,663
Construction funds held by Trustee 2,023 1,960 2,010
Other property 7,370 2,112 6,825
Goodwill, net of accumulated amortization 17,347 1,394 17,479
Deferred charges and other assets 12,380 5,515 11,545
$316,423 276,043 312,443
======= ======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable to banks $ 9,937 4,993 21,779
Current portion of long-term debt - - 1,200
Accounts payable and accrued expenses 15,541 11,959 14,380
Dividends payable 51 51 -
Federal income taxes 742 446 392
Customer deposits 1,058 985 1,027
Total current liabilities 27,329 18,434 38,778
Long-term obligations:
Long-term debt, less current portion 99,375 86,575 85,375
Customer advances for construction 45,569 42,092 43,597
Total long-term obligations 144,944 128,667 128,972
Deferred income taxes 23,888 22,073 23,795
Unamortized investment tax credits 4,999 5,115 5,029
Contributions in aid of construction 28,586 27,145 28,081
Other credits 5,592 3,842 5,069
Preferred stock of subsidiary and
redeemable preferred stock 5,705 4,505 5,705
Total liabilities and other credits 241,043 209,781 235,429
Shareholders' equity
Common stock 59,600 50,030 59,301
Retained earnings 15,929 16,537 17,912
75,529 66,567 77,213
Less unearned compensation 149 305 199
Total shareholders' equity 75,380 66,262 77,014
Commitments and contingencies
$316,423 276,043 312,443
======= ======= =======
<FN>
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
<TABLE>
IWC RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
Three months ended March 31, 1994
(Unaudited)
<CAPTION>
Total
Common Stock Retained Unearned Shareholders'
Shares Amount Earnings Compensation Equity
(In thousands, except share data)
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1993 6,821,953 $ 59,301 $ 17,912 $ (199) $ 77,014
Net earnings - - 423 - 423
Dividends - $.35 per share:
Common Stock - - (2,388) - (2,388)
Redeemable preferred stock - - (18) - (18)
Common stock issued -
Dividend Reinvestment Plan 13,640 299 - - 299
Compensation expense - - - 50 50
Balance at March 31, 1994 6,835,593 $ 59,600 $ 15,929 $ (149) $ 75,380
========= ====== ====== === ======
<FN>
The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
IWC RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
For the three months ended March 31, 1994 and 1993
(Unaudited)
Three Months
Ended March 31,
1994 1993
(in thousands, except per share data)
Operating revenues:
Water utilities $16,085 15,136
Utility-related services 5,274 544
21,359 15,680
Operating expenses:
Operation and administration:
Water utilities 8,641 8,308
Utility-related services 5,459 168
Depreciation 1,839 1,451
Taxes other than income taxes 1,907 1,545
Total operating expenses 17,846 11,472
Operating earnings 3,513 4,208
Other income (expense):
Interest expense, net (1,816) (1,762)
Interest income 44 16
Dividends on preferred
stock of subsidiary (51) (51)
Other, net (395) (211)
(2,218) (2,008)
Earnings before income taxes 1,295 2,200
Income taxes 872 1,246
Net earnings $ 423 954
====== ======
Per common and common
equivalent share $ .06 .15
====== ======
Average number of common
and common equivalent shares outstanding 6,879 6,413
====== ======
The accompanying notes are an integral part of the
consolidated financial statements.
IWC RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended March 31, 1994 and 1993
(Unaudited)
Three Months
Ended March 31,
1994 1993
(in thousands)
Cash flows from operating activities:
Net earnings $ 423 954
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization 2,206 1,640
Deferred income taxes and
investment tax credits 63 319
Gain on sales of other property - (55)
Provision for bad debts 105 80
Dividends on preferred stock of subsidiary 51 51
Other, net (244) 210
Changes in operating assets and liabilities:
Accounts receivable (302) (34)
Materials and supplies (90) (140)
Other current assets (10) 508
Accounts payable and accrued expenses 1,161 339
Federal income taxes 299 853
Customer deposits 31 41
Net cash provided by operating activities 3,693 4,766
Cash flows from investing activities:
Additions to utility plant and other property (4,568) (2,359)
Proceeds from sales of other property - 68
Customer advances for construction 3,234 1,824
Refunds of customer advances for construction (991) (681)
Other investing activities, net (17) 185
Net cash used by investing activities (2,342) (963)
Cash flows from financing activities:
Decrease in notes payable to banks (11,842) (78)
Increase in long-term debt 14,000 -
Payments of long-term debt (1,277) (1,180)
Increase in construction funds
held by Trustee (13) (2)
Cash dividends (2,406) (2,243)
Proceeds from issuance of common stock 299 302
Net cash used by
financing activities (1,239) (3,201)
Increase in cash and cash equivalents 112 602
Cash and cash equivalents at beginning of period 1,813 605
Cash and cash equivalents at end of period $ 1,925 1,207
====== ======
Supplemental disclosures of cash flow information-
Cash paid for:
Interest on long-term debt and notes payable
to banks, net of capitalized interest $ 2,178 2,090
Income taxes $ 414 266
The accompanying notes are an integral part of the
consolidated financial statements.
IWC RESOURCES CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
BASIS OF PRESENTATION
The foregoing consolidated financial statements are unaudited.
However, in the opinion of management, all adjustments (comprising
only normal recurring accruals) necessary for a fair presentation
of the financial statements have been included. Results for any
interim period are not necessarily indicative of results to be
expected for the year. The consolidated financial statements
include the accounts of IWC Resources Corporation (Resources) and
its wholly owned subsidiaries. The term "Company" refers to the
consolidated operations of Resources and its subsidiaries.
Through its water subsidiaries, the Company owns and operates
waterworks systems supplying water for residential, commercial and
industrial uses and for fire protection in Indianapolis, Indiana,
and the surrounding area. These subsidiaries are regulated by the
Indiana Utility Regulatory Commission (Commission), and their
accounting policies, which are substantially consistent with
generally accepted accounting principles, are governed by the
Commission. The Company also owns and operates businesses which
are involved in utility line locating, data processing and other
utility-related services, and real estate sales and development.
All significant intercompany accounts and transactions have been
eliminated in consolidation.
A summary of the Company's significant accounting policies is set
forth in Notes to Consolidated Financial Statements in the
Company's Annual Report on Form 10-K for the year ended
December 31, 1993.
CURRENT EVENTS
Rate Case
On May 17, 1993, Indianapolis Water Company and Zionsville Water
Corporation, both wholly owned subsidiaries of the Company, filed a
petition with the Commission for approval of a merger of the two
companies and a new schedule of rates and charges applicable to
their interconnected systems. The increase in combined revenues
sought by the companies is approximately $8.9 million, or 14%.
This request for new rates includes the increased costs associated
with adoption of accrual accounting for postretirement benefits
other than pensions. On November 10, 1993, the Utility Consumer
Counselor, representing ratepayers, prefiled its testimony and
exhibits in the case, the effect of which, if adopted by the
Commission, would result in a decrease in current rates of
approximately $4.6 million, or 7.2%. The case was heard in
December 1993, has been briefed and is now awaiting a final
decision by the Commission.
Notes Payable to Banks and Long-term Debt
In January 1994, the Company prepaid $1,200,000 in principal amount
of its 12-7/8% Series Bonds, due $240,000 in each of the years 1998
through 2002, at a premium of $77,000. Funds used to prepay the
amount were derived from proceeds of the sale of common shares
through the Company's Dividend Reinvestment and Stock Purchase
Plan.
In March 1994, the Company issued $14,000,000 of 6.31% Senior Notes
due March 15, 2001. These bonds are redeemable in whole at the
option of the Company on or after March 15, 1997. Proceeds from
the notes were used to repay $13,700,000 in short-term notes
payable to banks.
Income Taxes on Customer Advances for Construction
In 1994 the Company began charging developers and customers for
income taxes incurred on new customer advances for construction.
Such income taxes collected are included both in water utilities
operating revenues and income taxes for financial statement
purposes and, accordingly, do not effect net earnings. For the
three months ended March 31, 1994, income taxes collected amounted
to $266,000.
COMMITMENTS AND CONTINGENCIES
Pursuant to the 1986 Amendments of the Safe Drinking Water Act, the
United States Environmental Protection Agency (EPA) continues to
propose new drinking water standards and requirements which, if
promulgated, could be costly and require substantial changes in
current operations of the Company. The outcome of EPA's proposals
are uncertain at this time. Additionally, the Indiana Department
of Environmental Management issues permits for discharges from the
Company's treatment stations, the terms and limitations of which
can, and may well be, onerous and expensive.
The Company has agreements with four key executives which provide
that in the event of change in control of the Company, each
executive vests in a three-year employment contract at their then
existing level of compensation.
RECLASSIFICATIONS
Certain amounts as of March 31, 1993 and for the three months then
ended have been reclassified to conform with the 1994 presentation.
-2-
IWC Resources Corporation and Subsidiaries
Management's Discussion and Analysis of Financial Condition
and Results of Operations
General
The operations of IWC Resources Corporation and subsidiaries
(Company) include two significant segments: (1) water utilities
and (2) utility-related services.
The most significant change in the Company's operations within
the past year results primarily from the acquisition of SM&P
Conduit Co., Inc. (SM&P) in June 1993. SM&P's results of
operations are included in the utility-related segment.
The Company's results of operations for both water utility and
utility-related segments are seasonal in nature with the higher
proportion of operating revenues and operating earnings being
realized in the second and third quarters of the year than the
first and fourth quarters. Such seasonality is considered by
the Company in developing its budgets by quarter.
Three Months Ended March 31, 1994, Compared with
Three Months Ended March 31, 1993
Due to the acquisition of SM&P and the seasonality of its
operations, the Company budgeted an operating loss for the
utility-related segment and, accordingly, lower consolidated net
earnings for the three months ended March 31, 1994 as compared
to the three months ended March 31, 1993. Operating revenues
and operation and administrative expenses were budgeted at
$15,931,000 and $8,720,000, respectively, for the water
utilities segment and $4,696,000 and $5,583,000, respectively,
for the utility-related segment. This compares to actual
operating revenues and operation and administrative expenses of
$16,085,000 and $8,64l,000, repectively, for the water utilities
segment and $5,274,000 and $5,459,000, respectively, for the
utility-related segment. The increase of $578,000 of actual
operating revenues over budgeted operating revenues in the
utility-related segment is due primarily to new business
contracts realized at several operating locations.
Following is a discussion and analysis of actual operating
results.
-3-
Operating revenues increased $5,679,000 (36.2%) of which $4,730,000
is applicable to the utility-related segment. The increase in water
utilities segment revenues of $949,000 represents a 6.3% increase
compared to the three months ended March 31, 1993, and is primarily
due a 5.9% increase in total water consumption. Operation and
administration expenses increased $5,624,000 (66.4%) of which
$5,291,000 is applicable to the utility-related segment. The
increase in water utilities segment expenses of $333,000 which is
discussed below represents a 4.0% increase over the three months
ended March 31, 1993, and is primarily due to the effects of
inflation on the Company's costs and cold related problems
experienced during 1994. Labor expenses increased $300,000 (9.5%)
mainly due to a general wage increase, effective January 1, 1994, and
to overtime paid due to maintenance repairs resulting from the
extremely cold weather in January and February 1994. Chemical costs
increased $39,000 (26.2%) primarily due to increased usage and higher
chemical costs. Materials and transportation costs increased
$135,000 (24.7%) largely due to the increase in maintenance repairs.
The cost of outside services decreased $182,000 (11.1%) chiefly due
to a decrease in consulting and other services. Regulatory expenses
decreased $68,000 (76.6%) primarily due to decreased rate case
expenses. Costs of the Company's pension and other benefit plans
increased $53,000 (13.2%) primarily due to the higher costs of
benefits provided. Depreciation increased $388,000 (26.7%) of which
$370,000 is applicable to the utility-related services segment.
Taxes, other than income taxes, increased $362,000 (23.4%) which is
net of a $15,000 (1.0%) decrease in such expenses for the water
utilities segment. The increase in interest expense, net, of $54,000
(3.1%) is largely due to the effects of higher rates on total debt
outstanding. Income taxes decreased $374,000 (30.0%) primarily due
to the net effects of lower pretax earnings and income taxes charged
on customer advances for construction.
-4-
Liquidity and Capital Resources
At the present time, the majority of the Company's business
activities are conducted through its water utilities. In June 1993,
the Company acquired SM&P which diversified the Company's
operations. The Company may, in the future, become involved in other
water utilities and utility-related activities through the
acquisition or formation of additional subsidiaries. The source of
capital to finance these subsidiaries will be determined at the time
they are established or acquired. However, the Company does not
intend to enter into any business that would impair the Company's
primary commitment to maintain and develop its water utilities to
meet the current and future needs of their customers.
Cash Flows From Operating Activities
Cash flows from operating activities result primarily from net
earnings adjusted for non-cash items such as depreciation and
deferred taxes and changes in operating assets and liabilities. The
seasonal nature of the Company's business typically results in higher
operating revenues in the second and third quarters of the year than
in the first and fourth quarters. Fluctuations in accounts payable
and accrued expenses result primarily from property taxes and timing
of payments, whereas federal income taxes vary with pretax earnings
and the level of taxable customer advances for construction received
by the Company.
Cash Flows From Investing Activities
Cash flows from investing activities fluctuate primarily as a result
of additions to utility plant and other property and the level of
customer advances for construction, net of refunds. Approximately 58
miles of new mains were placed in service in 1993 compared with
approximately 86 miles during 1992.
The Company continues to experience growth in its distribution system
and received over $5,700,000 in new customer advances for
construction of new mains in 1993 and over $6,500,000 in 1992. Such
advances are subject to refund over a ten-year period based on the
addition of new customers to the constructed mains. The Company
refunded approximately $2,200,000 during 1993 and approximately
$2,400,000 during 1992. The Company also added $18,988,000
(including $5,021,000 from the acquisition of SM&P) to utility plant
and other property during 1993 compared to $15,751,000 during 1992.
The Company received $3,234,000 in new customer advances and refunded
$991,000 in customer advances during the three months ended March 31,
1994, compared to $1,824,000 and $681,000, respectively, during the
three months ended March 31, 1993. The Company also added $4,568,000
to utility plant and other property during the three months ended
March 31, 1994, compared to $2,359,000 during the three months ended
March 31, 1993.
-5-
Cash Flows From Financing Activities
Cash flows from financing activities consists primarily of the
Company's borrowings, dividend payments and sales of common shares.
The Company utilizes borrowings against its lines of credit with
local banks for its short-term cash needs.
In January 1993, the Company prepaid $1,100,000 in principal amount
of its 12-7/8% Series Bonds at a premium of $80,000 and in January
1994, prepaid an additional $1,200,000 in principal amount of these
bonds at a premium of $77,000. Funds used to prepay the amounts in
1993 and 1994 were derived from proceeds of the sale of common shares
through the Company's Dividend Reinvestment and Stock Purchase Plan.
In March 1994, the Company issued $14,000,000 of 6.31% Senior Notes
due in 2001. Proceeds from the notes were used to repay $13,700,000
in short-term notes payable to banks incurred for the acquisition of
SM&P.
Approximately 99%, 110%, and 81% of net earnings applicable to common
and common equivalent shares were declared payable in cash dividends
during 1993, 1992, and 1991, respectively. Long-term debt, as a
percentage of total capital and long-term debt, decreased to 52.6% at
December 31, 1993, compared to 56.2% at December 31, 1992, and 52.1%
at December 31, 1991. The decrease in 1993 in the "debt ratio" was
primarily due to the combined effects of a payment of $12,700,000 in
long-term debt and issuance of new long-term debt of $11,600,000,
issuance of $8,300,000 in common stock for the acquisition of SM&P,
issuance of common stock through the Company's dividend reinvestment
and restricted stock plans of $1,273,000 and an increase in retained
earnings of $86,000.
During 1993, the Company increased its line of credit for working
capital purposes to $22,200,000; borrowings under the lines were
$8,521,000 at March 31, 1994.
-6-
Capital Expenditures
Capital expenditures for 1994 are budgeted at approximately
$23,000,000 and will be financed primarily from internally generated
cash, customer advances for construction, short-term bank borrowings
and draws from construction funds held by the trustee. Capital
expenditures for the five-year period 1994 through 1998 are budgeted
at approximately $125,000,000 with the major portion for new mains
and distribution and plant facilities. The Company anticipates that
it will be necessary during the five-year period 1994 through 1998 to
secure additional outside financing from both short and long-term
debt, in order to finance planned capital expenditures and long-term
debt maturities.
Projected capital expenditures do not include any construction
projects that IWC could be required to undertake to comply with
legislative or regulatory environmental or water quality requirements
that may be imposed in the future. If IWC is required to adopt new
methods of water treatment, the costs involved will be substantial.
Capital costs are estimated at $37,000,000 for ozonation and
$90,000,000 for granular activated carbon (GAC). Additionally, IWC
is subject to regulatory requirements regarding discharges from its
treatment plants. The Company estimates that the cost to comply with
possible changes to existing regulatory requirements could aggregate
$30,000,000 for additional facilities and $1,000,000 in increased
operating costs. Such costs and expenses should be recoverable
through water rates, but only after appropriate regulatory action.
Environmental Matters
The Company's utility operations are subject to pollution control and
water quality control regulations, including those issued by the
Environmental Protection Agency (EPA), the Indiana Department of
Environmental Management (IDEM), the Indiana Water Pollution Control
Board and the Indiana Department of Natural Resources. Under the
Federal Clean Water Act and Indiana's regulations, the Company must
obtain National Pollutant Discharge Elimination System (NPDES)
permits for discharges from its White River, Fall Creek, and the
Thomas W. Moses treatment stations. The Company's current NPDES
permits were to expire June 30, 1989, for White River and Fall Creek
stations and December 31, 1990, for Thomas W. Moses treatment
station. Applications for renewal of the permits have been filed
with, but have not been acted upon by, IDEM (these permits continue
in effect pending review of the applications). The Company received
an NPDES permit for its White River North Station on April 1, 1991,
and it has complied with the reporting requirements for the initial
twelve-month period of the permit. IDEM has authority to reopen this
permit and it could propose in some or all of these permits
additional limitations that could be difficult and expensive.
Accordingly, the full impact of such restrictions cannot be assessed
with certainty at this time. The Company anticipates, however, that
the capital costs and expense of compliance with any such permits are
likely to be significant.
-7-
Under the federal Safe Drinking Water Act (SDWA), the Company is
subject to regulation by EPA of the quality of water it sells and
treatment techniques it uses to make the water potable. EPA
promulgates nationally applicable maximum contaminant levels (MCLs)
for "contaminants" found in drinking water. Management believes that
the Company is currently in compliance with all MCLs promulgated to
date. EPA has continuing authority, however, to issue additional
regulations under the SDWA, and Congress amended the SDWA in July
1986 to require EPA, within a three-year period, to promulgate MCLs
for over 80 chemicals not then regulated. EPA has been unable to
meet the three-year deadline, but has promulgated MCLs for many of
these chemicals and has proposed additional MCLs. Management of the
Company believes that it will be able to comply with the promulgated
MCLs and those now proposed without any change in treatment
technique, but anticipates that in the future, because of EPA
regulations, the Company may have to change its method of treating
drinking water to include ozonation and/or GAC. In either case, the
capital costs could be significant (currently estimated at
$37,000,000 for ozonation and $90,000,000 for GAC), as would be the
Company's increase in annual operating costs (currently estimated at
$1,600,000 for ozonation and $4,300,000 for GAC). Actual costs could
exceed these estimates. The Company would expect to recover such
costs through its water rates; however, such recovery may not
necessarily be timely.
Under a 1991 law enacted by the Indiana Legislature, a water utility,
including the utility subsidiaries of the Company, may petition the
Indiana Utility Regulatory Commission (Commission) for prior approval
of its plans and estimated expenditures required to comply with
provisions of, and regulations under, the Federal Clean Water Act and
SDWA. Upon obtaining such approval, the utility may include, to the
extent of its estimated costs as approved by the Commission, such
costs in its rate base for ratemaking purposes and recover its costs
of developing and implementing the approved plans if statutory
standards are met. The capital costs for such new systems, equipment
or facilities or modifications of existing facilities may be included
in the utility's rate base upon completion of construction of the
project or any part thereof. While use of this statute is voluntary
on the part of a utility, if utilized, it should allow utilities a
greater degree of confidence in recovering major costs incurred to
comply with environmental related laws on a timely basis.
-8-
Trends, Inflation, and Changing Prices
Under normal conditions and particularly during periods of inflation,
water utility revenues from increased water consumption will not keep
pace with the increase in operating costs. Therefore, periodic water
rate and service charge adjustments are necessary, with the frequency
of such increases being partially determined by the amount of
inflation.
Results for any interim period are not indicative of results to be
expected for the year. Typically, the seasonal nature of the
Company's business results in a higher proportion of operating
revenues being realized in the second and third quarters of the year
than the first and fourth quarters of the year.
-9-
Part II. OTHER INFORMATION
IWC RESOURCES CORPORATION AND SUBSIDIARIES
March 31, 1994
Item 4. Submission of Matters to Vote of Security Holders
The annual meeting of the shareholders of the Company was
held on April 21, 1994.
Election of Directors
The following table sets forth the nominees elected at the
annual meeting, and the number of votes cast for, or
withheld, as well as the number of broker non-votes, with
respect to each nominee. The number of abstentions recorded
is not applicable to the election of directors.
Votes Votes Broker
Nominee Cast for Withheld Non-Votes
James T. Morris 5,086,073 146,698 0
Robert A. Borns 5,046,481 186,290 0
Murvin S. Enders 5,058,118 174,653 0
J. B. King 5,088,481 144,290 0
Other Matters Voted Upon at the Meeting
KPMG Peat Marwick was appointed as auditor for the Company
for 1994. There were 5,155,088 votes cast in favor, 17,762
votes cast against and 59,921 abstentions were recorded and
zero broker non-votes were recorded with respect to such
appointment.
Item 6. Exhibits and Reports on Form 8-K
(a) exhibits None
(b) reports on Form 8-K No reports on Form 8-K were
filed during the quarter
ended March 31, 1994.
-10-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
IWC RESOURCES CORPORATION
(Registrant)
By:
J. A. Rosenfeld, Executive
Vice President (Chief
Financial Officer) duly
authorized to sign this
report on behalf of the
registrant
Date
James P. Lathrop, Controller
(Chief Accounting Officer)
Date
-11-
