SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
___
[_X_] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
for the fiscal year ended December 31, 1994, or
___
[___] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
for the transition period from ____ to ____.
Commission file number 0-15420
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
IWC RESOURCES CORPORATION
EMPLOYEE THRIFT PLAN
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office:
IWC RESOURCES CORPORATION
1220 Waterway Boulevard
Indianapolis, IN 46202
Page 1 of __ Pages
<PAGE>
REQUIRED INFORMATION
Item 4. The Plan's financial statements and schedules have been
prepared in accordance with the financial reporting
requirements of ERISA. Such financial statements and
schedules are included in this Report in lieu of the
information required by Items 1-3 of Form 11-K.
FINANCIAL STATEMENTS AND EXHIBITS PAGE NO.
(a) Financial Statements
Independent Auditors' Report...................... ___
Statements of Financial Condition,
December 31, 1994 and 1993........................ ___
Statements of Income and Changes in Plan Equity,
Years ended December 31, 1994 and 1993............ ___
Notes to Financial Statements..................... ___
Schedule of Assets Held for Investment Purposes... ___
Schedule of Reportable Transactions............... ___
(b) Exhibits
23 - Consent of KPMG Peat Marwick LLP............. ___
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the
employee benefit plan) have duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
IWC RESOURCES CORPORATION
EMPLOYEE THRIFT PLAN
Date: JUNE 30, 1995 /S/ J.A. ROSENFELD
Name: J.A. Rosenfeld
Title: Chairman, Employee Benefits
Committee
3
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Employee Benefits Committee
IWC Resources Corporation Employee Thrift Plan:
We have audited the accompanying statements of financial
condition of the IWC Resources Corporation Employee Thrift Plan
as of December 31, 1994 and 1993, and the related statements of
income and changes in plan equity for the years then ended.
These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial condition
of the IWC Resources Corporation Employee Thrift Plan as of
December 31, 1994 and 1993, and its income and changes in plan
equity for the years then ended, in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedules of assets held for investment purposes and reportable
transactions are presented for the purpose of additional analysis
and are not a required part of the basic financial statements but
are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The
supplemental schedules have been subjected to the auditing
procedures applied in the audits of the basic financial
statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.
June 2, 1995
<PAGE>
IWC RESOURCES CORPORATION EMPLOYEE THRIFT PLAN
Statements of Financial Condition
December 31, 1994 and 1993
1994 1993
Assets held by Trustee:
Investments, at market value:
Common stock of
IWC Resources Corporation
(cost of $4,333,874 and
$2,991,867) $4,687,079 3,475,217
Other common stocks 1,935,028 1,826,425
The One Group Income Bond Fund 662,608 486,007
National City Bank
certificate of deposit - 578,447
The One Group Ltd. Bond Fund 26,563 -
Cash equivalents:
National City Bank
AIM Prime Portfolio 2,087,458 2,156,427
BOI Money Market Savings 9,844 449
Contributions receivable (prepaid):
Participants 54,973 42,414
Employer (21,864) (13,263)
Accrued interest income 10,510 8,225
Accrued dividends 10,648 4,914
Plan equity $9,462,847 8,565,262
See accompanying notes to financial statements.
<PAGE>
IWC RESOURCES CORPORATION EMPLOYEE THRIFT PLAN
Statements of Income and Changes in Plan Equity
Years ended December 31, 1994 and 1993
1994 1993
Plan equity beginning of year $8,565,262 7,583,630
Additions:
Participant contributions 795,983 711,113
Employer contributions 275,963 279,010
Dividend income 323,351 222,609
Interest income 145,335 159,185
Net appreciation in fair value
of investments (note 4) - 20,623
Amounts received from trustee - 824
1,540,632 1,393,364
Deductions:
Distributions to participants
(note 5) 443,548 411,732
Administrative expenses in
excess of deposits 1,061 -
Net depreciation in fair value
of investments (note 4) 198,438 -
643,047 411,732
Plan equity end of year $9,462,847 8,565,262
See accompanying notes to financial statements.
<PAGE>
IWC RESOURCES CORPORATION EMPLOYEE THRIFT PLAN
Notes to Financial Statements
December 31, 1994 and 1993
(1) DESCRIPTION OF PLAN
The following description of IWC Resources Corporation
Employee Thrift Plan (the Plan) provides only general
information. Participants should refer to the Plan
agreement for a more complete description of the Plan's
provisions.
GENERAL
The Plan is a defined contribution plan sponsored by IWC
Resources Corporation (the Employer) covering all utility
employees of the Employer and two wholly-owned subsidiaries,
Indianapolis Water Company and Utility Data Corporation, who
are not represented by, or included within, a collective
bargaining unit and who have completed one year of
eligibility service as defined by the Plan. The Plan is
subject to the provisions of the Employee Retirement Income
Security Act of 1974.
CONTRIBUTIONS
Eligible participants may elect a salary reduction not to
exceed 15% of their compensation from the Employer for each
plan year subject to limitations imposed by the Internal
Revenue Code. The Employer is to contribute an amount equal
to 50% of participants' elected salary reductions, excluding
that portion of such salary reductions in excess of 6% of
participant compensation.
Employer contributions are payable only to the extent of
Employer net profits. An additional Employer contribution
may be made at the discretion of the Board of Directors.
PARTICIPANT ACCOUNTS
Each participant's account is credited for participant
contributions and allocations of Employer contributions and
plan earnings. The benefit to which a participant is
entitled is the benefit that can be provided from the
participant's account.
FUNDS
The Plan provides that one or more separate trust funds be
established by written addendum to the Plan, and
participants can elect the fund to which their contributions
are credited. The Plan has four trust funds: the Stock
Fund which invests primarily in IWC Resources Corporation
Common Stock, the Money Market Fund, which invests primarily
in government and other money market instruments, the Equity
Fund which invests primarily in publicly traded common and
preferred stocks and the Fixed Income Fund which invests
primarily in corporate obligations and short-term cash
equivalents. As of December 31, 1994, the number of Plan
members electing to fully or partially participate in the
Stock Fund, Money Market Fund, Equity Fund, and Fixed Income
Fund were 73, 177, 115 and 53, respectively.
The trust funds are managed on behalf of the Plan under the
terms of an agreement between the Plan and National City
Bank, Indiana (Trustee).
VESTING
Participants' contributions are fully vested at the time
they are credited to the participant's account. Participant
vesting in employer contributions increases ratably each
year until 100% vested after five years of vesting service.
FORFEITURES
Once a participant incurs five consecutive one-year breaks
in service, all amounts not vested are forfeited to the
Plan. Aggregate forfeitures during any plan year are held
and reallocated at the end of the plan year among
participants then employed. The amount allocated to each
participant is based on the ratio of each participant's
aggregate compensation for the plan year to the aggregate
compensation for the plan year of all participants entitled
to share in the allocable forfeitures.
BENEFITS
Upon termination of service or retirement, participants may
elect to receive equal payments over a period provided in
the Plan or a lump sum amount equal to the value of their
accounts to the extent vested as of the last valuation date
before the distribution. The lump sum distribution shall be
payable within sixty days after the semi-annual period ended
June 30 or December 31 in which the event giving rise to the
distribution occurred.
EXPENSES
All expenses of the Plan are reimbursed by the Employer.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
INVESTMENTS
Investments in common stock are stated at fair market value
as reported by the Trustee. Investment Trust Funds are
valued at cash deposits plus interest earned to date.
Investment transactions are recorded as of the settlement
date.
CONTRIBUTIONS RECEIVABLE
Contributions receivable represents amounts due as of
December 31 under the terms of the Plan. Prepaid
contributions represent amounts paid as of December 31 not
due until the following year.
TAX STATUS
The Plan has received a favorable determination letter from
the Internal Revenue Service that the Plan qualifies under
Section 401(a) of the Internal Revenue Code and is exempt
from federal income taxes under the provision of Section
501(a).
As a general rule, participant salary reduction
contributions and employer contributions are not taxable to
a participant until distributed from the Plan.
(3) PLAN TERMINATION
Although the Employer has not expressed any intent to
terminate the Plan, it may do so at any time. The interest
of the participant in Employer contributions shall be fully
vested upon termination of the Plan.
<PAGE>
(4) INVESTMENTS
Net appreciation (depreciation) in fair value of the Plan's
investments during 1994 and 1993 is summarized as follows:
1994 1993
Common stock of IWC
Resources Corporation $(130,146) (20,728)
Other common stocks 5,422 59,694
The One Group Income Bond Fund (72,537) (18,343)
The One Group Ltd. Bond Fund (1,177) -
$(198,438) 20,623
(5) DISTRIBUTIONS PAYABLE
Distributions due to participants at December 31, 1994 but
paid subsequent to that date were $47,585.
(6) INVESTMENT FUND ALLOCATIONS
A summary of assets and plan equity by fund as of December
31, 1994 follows:
Money Fixed
Stock Market Equity Income
<TABLE>
<CAPTION>
FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C>
Assets held by Trustee:
Investments, at market value:
Common stock of IWC
Resources Corporation $4,687,079 - - - 4,687,079
Other common stocks - - 1,935,028 - 1,935,028
The One Group Income
Bond Fund - - - 662,608 662,608
The One Group Ltd.
Bond Fund - - - 26,563 26,563
Cash equivalents:
National City Bank AIM
Prime Portfolio 372,315 1,677,235 34,668 3,240 2,087,458
BOI Money Market Savings - - - 9,844 9,844
Contributions receivable, net 19,620 791 11,253 1,445 33,109
Accrued interest income 2,085 8,003 214 208 10,510
Accrued dividends - - 6,706 3,942 10,648
Plan equity $5,081,099 1,686,029 1,987,869 707,850 9,462,847
</TABLE>
<PAGE>
A summary of assets and plan equity by fund as of December 31, 1993
follows:
Money Fixed
Stock Market Equity Income
<TABLE>
<CAPTION>
FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C>
Assets held by Trustee:
Investments, at market value:
Common stock of IWC
Resources Corporation $3,475,217 - - - 3,475,217
Other common stocks - - 1,826,425 - 1,826,425
The One Group Income
Bond Fund - - - 486,007 486,007
Certificate of deposit - 578,447 - - 578,447
Cash equivalents:
National City Bank AIM
Prime Portfolio 324,772 1,772,878 46,221 12,556 2,156,427
BOI Money Market Savings - - - 449 449
Contributions receivable, net 8,714 5,060 11,843 3,534 29,151
Accrued interest income 829 4,797 182 2,417 8,225
Accrued dividends - - 4,914 - 4,914
Plan equity $3,809,532 2,361,182 1,889,585 504,963 8,565,262
</TABLE>
<PAGE>
(7) INVESTMENT FUND CHANGES
A summary of income and changes in plan equity by fund for the year ended
December 31, 1994 follows:
Money Fixed
Stock Market Equity Income
<TABLE>
<CAPTION>
FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C>
Plan equity,
December 31, 1993 $3,809,5322,361,182 1,889,585 504,963 8,565,262
Additions:
Participant contributions 338,766 107,453 245,158 104,606 795,983
Employer contributions 128,810 37,810 77,563 31,780 275,963
Dividend income 264,756 - 47,758 10,837 323,351
Interest income 20,215 86,190 2,166 36,764 145,335
Net appreciation in fair value
of investments - - 5,422 - 5,422
752,547 231,453 378,067 183,987 1,546,054
Deductions:
Distributions to
participants 204,942 227,970 9,860 776 443,548
Administrative expenses
in excess of deposits - - - 1,061 1,061
Net depreciation in
fair value of investments 130,146 - - 73,714 203,860
335,088 227,970 9,860 75,551 648,469
Transfers between funds 854,108 (678,636) (269,923) 94,451 -
Plan equity,
December 31, 1994 $5,081,0991,686,029 1,987,869 707,850 9,462,847
</TABLE>
<PAGE>
A summary of income and changes in plan equity by fund for the year ended
December 31, 1993 follows:
Money Fixed
Stock Market Equity Income
<TABLE>
<CAPTION>
FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C>
Plan equity,
December 31, 1992 $3,089,8273,201,849 1,291,954 - 7,583,630
Additions:
Participant contributions 259,686 155,773 211,161 84,493 711,113
Employer contributions 94,108 68,182 90,570 26,150 279,010
Dividend income 197,418 - 25,191 - 222,609
Interest income 13,912 96,820 3,805 44,648 159,185
Net appreciation in fair value
of investments - - 59,694 - 59,694
Amounts received from
trustee - 400 402 22 824
565,124 321,175 390,823 155,313 1,432,435
Deductions:
Distributions to participants 135,829 273,869 1,750 284 411,732
Net depreciation in fair value
of investments 20,728 - - 18,343 39,071
156,557 273,869 1,750 18,627 450,803
Transfers between funds 311,138 (887,973) 208,558 368,277 -
Plan equity,
December 31, 1993 $3,809,5322,361,182 1,889,585 504,963 8,565,262
</TABLE>
<PAGE>
Schedule 1
IWC RESOUCES CORPORATION EMPLOYEE THRIFT PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1994
<TABLE>
<CAPTION>
IDENTITY OF ISSUE Description Shares COST Current
OF INVESTMENT or VALUE
PAR VALUE
<S> <C> <C> <C> <C>
IWC Resources Corporation* Common stock 228,638 $4,333,874 4,687,079
Abbott Laboratories Common stock 1,520 41,049 49,590
Air Products & Chemicals Common stock 1,060 45,298 47,303
Albertson Inc. Common stock 1,585 44,084 45,965
Aluminum Co. of America Common stock 580 36,948 50,243
American Express Co. Common stock 1,595 40,318 47,053
American International Group Inc. Common stock 525 45,422 51,450
Armstrong World Ind. Inc. Common stock 1,200 45,332 46,200
Atlantic Richfield Co. Common stock 490 57,351 49,858
Automatic Data Processing Common stock 850 41,933 49,725
Colgate-Palmolive Co. Common stock 785 45,181 49,749
Delta Air Lines Inc. Del. Common stock 1,065 53,928 53,782
The Walt Disney Company Common stock 1,075 42,857 49,450
Dow Chemical Co. Common stock 670 36,203 45,058
Eastman Kodak Co. Common stock 1,050 53,368 50,138
Federal Express Corp. Common stock 735 38,383 44,284
GTE Corp. Common stock 1,515 52,770 46,018
Gannett Co. Inc. Common stock 1,025 52,288 54,580
General Electric Co. Common stock 1,000 47,080 51,000
General Mills Inc. Common stock 860 53,853 49,128
General Motors Corp. Common stock 1,255 52,835 52,867
Genuine Parts Co. Common stock 1,340 48,020 48,240
Hewlett-Packard Co. Common stock 480 37,074 47,940
Ingersoll-Rand Co. Common stock 1,505 51,436 47,408
International Business Machines Common stock 660 31,236 48,510
Corp.
International Flavors & Fragrances Common stock 1,100 42,290 50,875
Inc.
Kimberly-Clark Corp. Common stock 900 43,045 45,338
May Department Stores Co. Common stock 1,360 51,192 45,900
Merck & Co. Inc. Common stock 1,310 45,525 49,944
Minnesota Mining & Mfg. Co. Common stock 930 51,303 49,637
JP Morgan Co. Inc. Common stock 850 57,753 47,705
Motorola Inc. Common stock 820 33,304 47,560
Pepsi Co. Inc. Common stock 1,320 48,174 47,850
Pitney Bowes Inc. Common stock 1,535 61,817 48,736
Providian Corp. Common stock 1,600 58,805 49,400
Raytheon Co. Common stock 700 40,485 44,713
Schlumberger Ltd. Common stock 920 57,674 46,345
Sonat Inc. Common stock 1,680 49,248 47,040
Union Camp Corp. Common stock 1,000 44,575 47,125
Union Pacific Corp. Co. Common stock 1,005 59,974 45,602
WMX Technologies Inc. Common stock 1,750 53,056 45,719
Bank One, Indianapolis The One Group Income 74,200 753,603 662,608
Bond Fund
Bank One, Indianapolis BOI Money Market 9,844 9,844 9,844
Savings
Bank One, Indianapolis The One Group Ltd. 2,622 27,739 26,563
Volume Bond Fund
National City Bank* AIM Prime Portfolio 2,087,458 2,087,458 2,087,458
Total $9,104,985 $9,408,580
</TABLE>
<PAGE>
Schedule 2
IWC RESOURCES CORPORATION EMPLOYEE THRIFT PLAN
Item 27d - Schedule of Reportable Transactions
Year ended December 31, 1994
<TABLE>
<CAPTION>
Identity Description Purchase Selling Lease Expense Cost Current Gain/
OF ISSUE OF ASSET FUND PRICE PRICE RENTAL INCURRED OF ASSET VALUE (LOSS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
National AIM Prime Money $914,644 $914,644 - - $914,644 $914,644 -
City Bank Portfolio Market
National AIM Prime Money 819,001 - - - 819,001 819,001 -
City Bank Portfolio Market
National Certificate of Money - 607,134 - - 607,134 607,134 -
City Bank Deposit Market
National AIM Prime Stock 1,557,739 1,557,739 - - 1,557,739 1,557,739 -
City Bank Portfolio
National AIM Prime Stock 1,605,282 - - - 1,605,282 1,605,282 -
City Bank Portfolio
National IWC Resources Stock 1,342,008 - - - 1,342,008 1,342,008 -
City Bank Corporation
National AIM Prime Equity 569,573 - - - 569,573 569,573 -
City Bank Portfolio
National AIM Prime Equity 581,126 581,126 - - 581,126 581,126 -
City Bank Portfolio
National AIM Prime Fixed 491,881 - - - 491,881 491,881 -
City Bank Portfolio Income
National AIM Prime Fixed 501,196 501,196 - - 501,196 501,196 -
City Bank Portfolio Income
Bank One, BOI Money Market Fixed 195,700 - - - 195,700 195,700 -
Indianapolis Savings Account Income
Bank One, BOI Money Market Fixed 186,305 186,305 - - 186,305 186,305 -
Indianapolis Savings Account Income
Bank One, The One Group Fixed 249,137 - - - 249,137 249,137 -
Indianapolis Income Bond Fund Income
Bank One, The One Group Fixed 27,739 - - - 27,739 27,739 -
Indianapolis Ltd. Volume Bond Income
Fund
</TABLE>
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to incorporation by reference in the
Registration Statement (No. 33-30221) on Form S-8 of IWC
Resources Corporation of our report dated June 2, 1995,
relating to the statements of financial condition of IWC
Resources Corporation Employee Thrift Plan as of December 31,
1994 and 1993, the related statements of income and changes in
plan equity for the years then ended, and the related schedules
of assets held for investment purposes and reportable
transactions as of and for the year ended December 31, 1994,
which report appears in the December 31, 1994 annual report
on Form 11-K of IWC Resources Corporation Employee Thrift Plan.
/s/ KPMG PEAT MARWICK LLP
June 26, 1995
Indianapolis, Indiana
Exhibit 23
