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 as often as once per month 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
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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.
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 March 10, 1995.
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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
Corporate Trust Department
IWC Resources Corporation Dividend
Reinvestment and Share Purchase Plan
111 Monument Circle, Suite 1611
Indianapolis, Indiana 46204
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) 321-8110 or (800) 753-7107.
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 . . . . . . . . . . . . . . . . . . . . . . . 3
Features . . . . . . . . . . . . . . . . . . . . . . 3
Administration . . . . . . . . . . . . . . . . . . . 4
Eligibility . . . . . . . . . . . . . . . . . . . . . 4
Participation . . . . . . . . . . . . . . . . . . . . 5
Optional Cash Payments . . . . . . . . . . . . . . . 7
Purchases . . . . . . . . . . . . . . . . . . . . . . 8
Costs . . . . . . . . . . . . . . . . . . . . . . . . 9
Dividends . . . . . . . . . . . . . . . . . . . . . . 9
Reports to Participants . . . . . . . . . . . . . . . 9
Certificates for Shares . . . . . . . . . . . . . . . 10
Withdrawal from the Plan . . . . . . . . . . . . . . 10
Other Information . . . . . . . . . . . . . . . . . . 11
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . 14
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . 14
LEGAL OPINIONS . . . . . . . . . . . . . . . . . . . 15
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AVAILABLE INFORMATION
The Corporation is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and in accordance therewith files reports,
proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Corporation may
be inspected and copied at the public reference facilities
maintained by the Commission at 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 infor-mation the
Registration Statement incorporates) by contacting John M.
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 Corporation s Quarterly Report on Form 10-Q for the
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quarter ended September 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 common shareholders of Indianapolis Water
Company held on May 29, 1986.
All documents filed by the Corporation pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 after the date of this Prospectus and prior to the
termination of the offering made by this Prospectus shall be
deemed to be incorporated by reference in this Prospectus and
to be a part hereof from the date of filing of such documents.
Any person to whom a copy of this Prospectus is delivered may,
upon written or oral request, obtain without charge a copy of
any or all of the documents referred to above which have been
or may be incorporated in this Prospectus by reference (other
than certain exhibits to such documents) by contacting John M.
Davis, Secretary, IWC Resources Corporation, P. O. Box 1220,
Indianapolis, Indiana 46206; telephone (317) 639-1501.
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THE CORPORATION
The Corporation is a holding company. The Corporation owns
and operates seven subsidiaries, including Indianapolis Water
Company ("IWC") and one other waterworks system, 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 two water utilities, Resources has
several other subsidiaries including SM&P Utility Resources,
Inc. ("SM&P"). SM&P performs underground utility locating and
marking services in Indiana and several other states.
The White River Environmental Partnership (the
"Partnership"), of which the Corporation is the majority
partner (52%), was formed during 1993. The Partnership
subsequently entered into a five-year contract to operate and
maintain the two Advanced Wastewater Treatment facilities for
the City of Indianapolis.
The Corporation continues to seek expansion and
diversification of its operations through the acquisition of
other water utilities and other related businesses. It is
expected, however, that the water utilities will continue as
one of the principal sources of revenue for the Corporation in
the foreseeable future.
The principal executive offices of the Corporation are
located at 1220 Waterway Boulevard, Indianapolis, Indiana
46202. Its telephone number is (317) 639-1501.
DESCRIPTION OF THE PLAN
The Plan consists of the following 29 numbered questions and
answers. The Plan replaces the prior Dividend Reinvestment
and Stock Purchase Plan maintained by the Corporation, and all
participants under the prior plan will be automatically
enrolled in the Plan.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide participants with a
convenient method of investing cash dividends and optional
cash payments in newly issued Common Shares of the
Corporation, at a discount from the current market price
average without payment of any brokerage commission or service
charge. Because the Common Shares will be purchased from the
Corporation, the Corporation will receive additional funds
that will be available for general corporate purposes. The
Corporation believes that expenses of the Plan, including the
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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 per
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 Common Shares are
purchased. In addition, a participant may recognize income as
a result of optional cash purchases of Common Shares. (See
Question 26.)
Administration
3. Who administers the Plan for participants?
BANK ONE, INDIANAPOLIS, NA (the "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
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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 as
often as once per month 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 month. (See Question 7.)
A broker or nominee may participate in the dividend
reinvestment portion of the Plan on behalf of beneficial
owners by signing and returning the Broker and Nominee
Authorization Form ("B and N Authorization Form").
Participation by the broker or nominee on behalf of a
beneficial owner will be optional with each cash dividend
declared by the Corporation. The B and N Authorization Form
provides that the record holder will provide the Agent with
written instructions on an appropriate form identifying one or
more beneficial owners and specifying as to each owner the
number of full shares with respect to which the dividend is to
be reinvested. The Agent, on the Investment Date (as defined
in Question 12), will reinvest the dividend payable with
respect to the number of Shares specified in the record
holder's instructions for each identified owner in as many
full Common Shares as can be purchased with such dividend at
the purchase price computed in accordance with the Plan. The
remaining dividend, if any, will be paid to the record holder
by check. As soon as practicable following the Investment
Date, the Agent will transmit to the record holder a listing
containing the identification of each beneficial owner
furnished by the record holder in its instructions showing as
to each such owner: (a) the number of Shares specified for
reinvestment of the dividend, (b) the total dividend paid with
respect to such Shares, (c) the number of full Common Shares
purchased, (d) the total cost of the Common Shares purchased,
(e) the amount of the total dividend not reinvested, and
(f) other relevant information. Accompanying the listing will
be a separate share certificate, registered in the name of the
record holder, for the Common Shares purchased for each
beneficial owner identified on the listing, and one check for
the aggregate amount of the dividend not reinvested for such
owners.
The B and N Authorization Form and appropriate instructions
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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, Corporate Trust Department, IWC Resources
Corporation Dividend Reinvestment and Share Purchase Plan,
111 Monument Circle, Suite 1611, Indianapolis, Indiana 46204;
or telephone (317) 321-8110 or (800) 753-7107.
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 an Enrollment Card and returning it
to the Agent. An Enrollment Card and a postage-paid return
envelope may be obtained at any time by writing to BANK ONE,
INDIANAPOLIS, NA, Corporate Trust Department, IWC Resources
Corporation Dividend Reinvestment and Share Purchase Plan,
111 Monument Circle, Suite 1611, Indianapolis, Indiana 46204;
or by calling the Agent at (317) 321-8110 or (800) 753-7107.
Enrollment 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
Indiana residents may apply for enrollment in the Plan by
completing and returning an Enrollment 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 Enrollment 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
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resident of the state of Indiana, Arkansas, Illinois,
Mississippi, Ohio, Texas or Wisconsin, or of certain other
states, may join the Plan at any time by completing an
Enrollment Card and a Payroll Deduction Authorization Card and
returning them to the Agent or to the Corporation.
The Enrollment Card and the Payroll Deduction Authorization
Card require you to provide verification of residency and to
appoint the Agent to purchase Common Shares on your behalf.
They also allow you to decide the dollar amount to be deducted
from your pay each month. 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.
An Enrollment Card and a Payroll Deduction Authorization
Card will be furnished to you at any time upon request to the
Agent. The completed cards 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.
-- 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 as often as once per month by making optional
cash payments 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
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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 Enrollment 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 Enrollment 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 Enrollment Card and returning it to the Agent.
Enrollment Cards and return envelopes may be obtained from the
Agent. Any change of option concerning the reinvestment of
dividends must be received by the Agent not later than the
record date for a dividend (see Question 9) in order for the
change to become effective with that dividend. Participation
by beneficial owners of Shares registered in names other than
their own must be authorized as directed in Question 4 with
respect to each cash dividend declared by the Corporation.
Optional Cash Payments
11. How does the cash payment option work?
Holders of record who are not brokers, nominees or
investment companies, and certain employees and customers of
the Corporation or its subsidiaries may invest in additional
Common Shares by making optional cash payments as often as
once per month. 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,
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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. (See Question 7.) 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 Enrollment 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.
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
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
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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 made
by you, 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.
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 which are credited to your account.
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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 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
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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,
Corporate Trust Department, IWC Resources Corporation Dividend
Reinvestment and Share Purchase Plan, 111 Monument Circle,
Suite 1611, Indianapolis, Indiana 46204. 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.
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.
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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 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
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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
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
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shares were purchased for a shareholder's account.
A shareholder who participates in the Plan will not realize
any taxable income when he receives certificates for whole
shares credited to his account, either upon request for such
certificates or upon withdrawal from, or termination of, the
Plan. However, shareholders will recognize gain or loss when
whole shares acquired under the Plan are sold or exchanged -
either by the Agent at the shareholder's request when the
shareholder withdraws from the Plan or by the shareholder
after withdrawal from, or termination of, the Plan.
Shareholders also will recognize gain or loss upon receipt of
a cash payment for a fractional share credited to a
shareholder's account upon withdrawal from, or termination of,
the Plan. The amount of such gain or loss will be the
difference between the amount received by the shareholder for
such fractional share and the tax basis thereof. For most
participants, such gain or loss will be capital gain or loss.
Backup withholding of 31% is applicable upon the sale of
shares by the Agent on behalf of a participant or the payment
of cash for fractional shares under the circumstances
described above for withholding on reinvested dividends.
The above provisions are subject to changes as may from time
to time be required due to changes in applicable federal,
state or local tax laws and regulations.
Participants should consult their own tax advisors
concerning the tax consequences of their participation in the
Plan, including the effects of state, local and foreign taxes.
27. How are income tax withholding provisions applied to
foreign participants?
In the case of foreign participants who elect to have
dividends on their Shares reinvested and whose dividends are
subject to United States income tax withholding, an amount
equal to the dividends payable to such participants, less the
amount of tax required to be withheld, will be applied by the
Agent to the purchase of Common Shares.
All optional cash payments, including those 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
<PAGE>
death prior to receipt of notice in writing of such death. It
is the position of the Securities and Exchange Commission that
the waiver of federal securities law liabilities is void as a
matter of public policy. Neither the Corporation nor the
Agent can assure you of a profit or protect you against a loss
on shares purchased under the Plan.
29. May the Plan be changed or discontinued?
The Corporation reserves the right to modify, suspend or
terminate the Plan at any time. All participants will receive
notice of any such action. Any such modification, suspension
or termination will not, of course, affect previously executed
transactions. The Corporation also reserves the right to
adopt, and from time to time to change, such administrative
rules and regulations (not inconsistent in substance with the
basic provisions of the Plan then in effect) as it deems
desirable or appropriate for the administration of the Plan.
The Agent reserves the right to resign at any time upon
reasonable written notice to the Corporation.
USE OF PROCEEDS
The Corporation has no basis for estimating precisely the
number of Common Shares that ultimately may be sold pursuant
to the Plan or the prices at which such shares will be sold.
The Corporation proposes to use the net proceeds from the sale
of Common Shares pursuant to the Plan, when and as received,
for retirement of debt, working capital, repurchase of shares,
or other general corporate purposes.
EXPERTS
The consolidated balance sheets of the Corporation and
subsidiaries as of December 31, 1993 and 1992 and the related
consolidated statements of earnings, shareholders' equity and
cash flows for each of the years in the three-year period
ended December 31, 1993, which financial statements appear in
the 1993 Annual Report to shareholders, have been incorporated
by reference in the Corporation's annual report on Form 10-K
for the year ended December 31, 1993, and have been
incorporated by reference herein as indicated under "Documents
Incorporated by Reference" in reliance upon the report of KPMG
Peat Marwick, independent certified public accountants,
incorporated by reference herein, and upon the authority of
said firm as experts in accounting and auditing. The report
of KPMG Peat Marwick covering the financial statements for the
three-year period ended December 31, 1993, refers to a change
in the method of revenue recognition in 1991 and changes in
the method of accounting for income taxes and post-retirement
benefits other than pensions in 1993.
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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.
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