SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1 to
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 22, 1995
IWC RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
Indiana 0-15420 35-1668886
(State or other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Corporation)
1220 WATERWAY BLVD.
INDIANAPOLIS, INDIANA 46202
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code:
(317) 639-1501
Not Applicable
(Former name or former address, if changed
since last report)
<PAGE>
The undersigned Registrant hereby amends Item 7 of its
Current Report on Form 8-K filed with the Securities and
Exchange Commission on September 5, 1995. Financial
statements of the business acquired and the exhibits
included in the previously filed Report are omitted from
this filing. The purpose of this amendment is to set forth
pro forma financial information indicated below omitted from
the previously filed Report.
Item 7. Financial Statements and Exhibits
(b) Pro forma financial information
(1) Pro Forma Condensed Consolidated Balance Sheet of
the Registrant as of June 30, 1995 (Unaudited).
(2) Pro Forma Condensed Consolidated Statement of
Earnings of the Registrant for the Six Months
Ended June 30, 1995 (Unaudited).
(3) Pro Forma Condensed Consolidated Statement of
Earnings of the Registrant for the Year Ended
December 31, 1994 (Unaudited).
(4) Notes to Unaudited Pro Forma Condensed
Consolidated Financial Statements.
<PAGE>
Pro Forma Financial Information
IWC Resources Corporation
The following unaudited pro forma condensed consolidated
balance sheet and condensed consolidated statements of
earnings (collectively, the "pro forma statements") were
prepared as if the acquisition of Miller Pipeline
Corporation ("MPC"), pursuant to a Reorganization Agreement
dated as of July 21, 1995 (the "Merger"), were effective as
of January 1, 1994 and January 1, 1995, respectively, for
purposes of the pro forma condensed consolidated statements
of earnings for the year ended December 31, 1994 and for the
six months ended June 30, 1995, and as of June 30, 1995, for
purposes of the pro forma condensed consolidated balance
sheet. The pro forma statements do not purport to represent
what the Company's financial position or results of
operations would actually have been if the acquisition of
MPC had, in fact, occurred on such dates or to project the
Company's financial position or results of operations as of
any future date or for any future period. Information
regarding the Company's actual results of operations for the
period presented may be obtained from the respective filings
on Form 10-K and 10-Q and the Company's Current Report on
Form 8-K filed September 5, 1995.
<TABLE>
<PAGE>
Pro Forma Condensed Consolidated Balance Sheet (unaudited)
IWC Resources Corporation
June 30, 1995
(in thousands)
<CAPTION>
Miller
IWC Pipeline
Resources Corporation Pro Forma Pro
Corporation (a) Adjustments Forma
<S> <C> <C> <C> <C> <C>
Assets
Cash and cash equivalents $ 2,744 2,740 2,400 (b) 7,884
Accounts receivable 15,335 7,536 - 22,871
Materials and supplies 2,045 1,177 - 3,222
Other current assets 1,449 596 - 2,045
Total current assets 21,573 12,049 2,400 36,022
Utility plant, net 282,853 - - 282,853
Other property, net 19,256 10,950 3,976 (c) 34,182
Goodwill, net 16,708 - 6,256 (b,c,e) 22,964
Other assets 15,230 890 169 (b) 16,289
$ 355,620 23,889 12,801 392,310
Liabilities and Shareholders'
Equity
Notes payable to banks 28,458 - 12,913 (b,d) 41,371
Accounts payable and
accrued expenses 15,872 3,707 169 (b) 19,748
Federal income taxes 4,234 - 40 (b) 4,274
Other current liabilities 1,251 2,984 7 (b) 4,242
Total current liabilities 49,815 6,691 13,129 69,635
Long-term obligations 156,342 - - 156,342
Deferred income taxes and
other liabilities 68,777 - 2,522 (e) 71,299
Total liabilities 274,934 6,691 15,651 297,276
Shareholders' equity 80,686 17,198 (2,850)(b) 95,034
$ 355,620 23,889 12,801 392,310
See accompanying notes to the Unaudited Pro Forma
Condensed Consolidated Financial Statements.
</TABLE>
<TABLE>
Pro Forma Condensed Consolidated Statement of Earnings (unaudited)
IWC Resources Corporation
Six Months Ended June 30, 1995
(in thousands, except per share amounts)
<CAPTION>
Miller
IWC Pipeline
Resources Corporation Pro Forma Pro
Corporation (a) Adjustments Forma
<S> <C> <C> <C> <C>
Operating revenues $ 56,092 20,881 (589) (j) 76,384
Operating expenses:
Operation and administration 34,597 18,357 (479) (f-h,j) 52,475
Depreciation 4,407 1,531 280 (f) 6,218
Taxes other than income taxes 4,485 1,264 - 5,749
Total operating expenses 43,489 21,152 (199) 64,442
Operating earnings 12,603 (271) (390) 11,942
Other income (expenses):
Interest expense, net (4,184) (3) (190) (i) (4,377)
Other, net 592 742 - 1,334
(3,592) 739 (190) (3,043)
Earnings before income taxes 9,011 468 (580) 8,899
Income taxes 5,474 - (13) (k) 5,461
Net earnings $ 3,537 468 (567) 3,438
Average number of common
and common equivalent shares
outstanding 7,014 - 378 (b) 7,392
Net earnings per common and
common equivalent share $ 0.50 - - .47
See accompanying notes to the Unaudited Pro Forma
Condensed Consolidated Financial Statements.
</TABLE>
<TABLE>
<PAGE>
Pro Forma Condensed Consolidated Statement of Earnings (unaudited)
IWC Resources Corporation
Year Ended December 31, 1994
(in thousands, except per share amounts)
<CAPTION>
Miller
IWC Pipeline
Resources Corporation Pro Forma Pro
Corporation (a) Adjustments Forma
<S> <C> <C> <C> <C>
Operating revenues $ 109,147 50,952 (1,025) (j) 159,074
Operating expenses:
Operation and administration 63,286 41,715 (985)(f-h,j) 104,016
Depreciation 7,820 2,853 560 (f) 11,233
Taxes other than income taxes 7,812 2,546 - 10,358
Total operating expenses 78,918 47,114 (425) 125,607
Operating earnings 30,229 3,838 (600) 33,467
Other income (expense):
Interest expense, net (7,959) - (224)(i) (8,183)
Other, net 596 447 - 1,043
(7,363) 447 (224) (7,140)
Earnings before income taxes 22,866 4,285 (824) 26,327
Income taxes 12,724 0 1,447 (k) 14,171
Net earnings $ 10,142 4,285 (2,271) 12,156
Average number of common and
common equivalent shares
outstanding 6,901 - 755 (b) 7,656
Net earnings per common and
common equivalent share $ 1.47 - - 1.59
See accompanyng notes to the Unaudited Pro Forma
Condensed Consolidated Financial Statements.
</TABLE>
<PAGE>
Notes to Unaudited Pro Forma Condensed
Consolidated Financial Statements
IWC Resources Corporation
(a) Represents the historical condensed financial statements of
Miller Pipeline Corporation ("MPC") as of June 30, 1995 and
for the six months ended June 30, 1995 and year ended
March 31, 1995. Revenues and net loss for the three
months ended March 31, 1995 were $10,095,000 and
$127,000, respectively. The stockholders of MPC
elected to have MPC's income taxed to the stockholders
under the provisions of Subchapter S of the Internal
Revenue Code. Therefore, the shareholders are
personally liable for Federal income taxes on their
respective shares of MPC's taxable income and these
financial statements do not include a provision for
Federal income taxes.
(b) The purchase price of the Merger consisted of a cash payment
to MPC stockholders of $5,513,000, the issuance of 755,148
shares of Resources common stock at a cost of $14,348,000
and estimated acquisition costs of approximately $169,000.
The excess of the purchase price over the fair market value
of net assets of MPC was assigned to excess purchase price.
As part of the merger agreement, Resources agreed to
pay any income tax liability incurred by MPC for the
period August 1, 1995 to and including the effective
date of the merger, August 22, 1995. The additional
income tax liability amounted to approximately $47,000
and has been added as a component of the excess of the
purchase price over the fair market value of net assets
acquired.
The excess of the purchase price over the fair market value
of net assets acquired also includes an adjustment for
$5,000,000 in dividends declared before acquisition
date but after June 30, 1995. These dividends were
financed from $7,400,000 in short-term borrowings from
bank.
(c) Reflects the adjustment to record the fair market value of
MPC's other property, net at June 30, 1995, based on an
internal analysis of the condition of assets acquired and
their respective fair market values.
(d) Reflects short-term borrowings from bank to finance the cash
portion of the purchase price.
(e) To provide for deferred income tax liability resulting
from purchase accounting adjustments and other
differences in basis of accounting.
<PAGE>
(f) Reflects the increase in depreciation and amortization
expense resulting from adjustments to the fair market value
of other property and excess purchase price. The
depreciation and amortization periods are an average of
8-1/2 years and 40 years, respectively. Amortization of
excess purchase price amounted to $78,000 and $156,000
for the six months ended June 30, 1995 and twelve
months ended December 31, 1994, respectively.
(g) Reflects amortization of acquisition expense of $17,000 and
$34,000 for the six months ended June 30, 1995 and twelve
months ended December 31, 1994, respectively, resulting from
acquisition expense incurred. The amortization period for
acquisition expense is 5 years.
(h) Reflects the reduction in salary compensation expense for
the Chairman of the Board and the President of MPC, who were
stockholders of MPC, based on employment arrangements after
the Merger date. Reduction in salary compensation expense
was $65,000 and $251,000 for the six months ended June 30,
1995 and twelve months ended December 31, 1994,
respectively.
(i) Increase in interest expense due to borrowings to finance
the Merger transactions.
(j) To reflect the reduction in operating revenues of $589,000
and $1,025,000 and operating expenses of $509,000 and
$924,000 for the six months ended June 30, 1995 and twelve
months ended December 31, 1994, respectively, applicable to
the elimination of intercompany sales.
(k) To record the tax effects of the pro forma adjustments and
to provide an income tax provision for MPC's taxable income.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Amendment to its
Current Report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
IWC RESOURCES CORPORATION
(Registrant)
Date: November 6, 1995 By: _________________________
J. A. Rosenfeld
Executive Vice President
