As filed with the Securities and Exchange Commission
on December 28, 1995
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________________
IWC RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
Indiana 35-166886
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1220 Waterway Boulevard
Indianapolis, Indiana 46202
(317) 639-1501
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
______________________________
James T. Morris, Chairman of the Board,
President and Chief Executive Officer
IWC Resources Corporation
1220 Waterway Boulevard
Indianapolis, Indiana 46202
(317) 639-1501
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Jeffrey M. Stautz, Esq. J.A. Rosenfeld
Baker & Daniels Executive Vice
President and
300 North Meridian Street Treasurer
Suite 2700 IWC Resources
Corporation
Indianapolis, IN 46204 1220 Waterway
Boulevard
(317) 237-0300 Indianapolis, IN
46202
(317) 639-1501
______________________________
Approximate date of commencement of proposed sale to the public: As soon
as practicable and after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered in this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ X ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [__]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [__]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [__]
______________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of class of Amount maximum maximum Amount of
securities to be to be offering aggregate registration
registered registered price per Share* offering price* fee
<S> <C> <C> <C> <C>
Common Shares
(without par value)1,000,000 Shares $19.88 $19,880,000 $6,856
</TABLE>
* Estimated solely for the purpose of determining the filing fee pursuant to
Rule 457(c) based upon the average of the high and low prices of the Common
Shares reported on the NASDAQ National Market System for December 21, 1995.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said section 8(a)
may determine.
[End of Page 1.]
<PAGE>
IWC RESOURCES CORPORATION
CROSS REFERENCE SHEET
SHOWING LOCATION OR CAPTION IN PROSPECTUS OF INFORMATION REQUIRED BY ITEMS OF
FORM S-3
Item
NUMBER REGISTRATION STATEMENT ITEM AND HEADINGLOCATION OR CAPTION IN
PROSPECTUS
1. Forepart of the Registration Statement and
Outside Front Cover Page of ProspectusForepart of Registration
Statement, Outside Front Cover
Page of Prospectus
2. Inside Front and Outside Back Cover Pages
of Prospectus Inside Front Cover Page of
Prospectus, Available
Information, Documents
Incorporated by Reference
3. Summary Information, Risk Factors and
Ratio of Earnings to Fixed ChangesThe Corporation
4. Use of Proceeds Use of Proceeds, Description
of the Plan
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Not Applicable
8. Plan of Distribution Outside Front Cover Page of
Prospectus, Description of the
Plan
9. Description of Securities to be RegisteredNot Applicable
10. Interests of Named Experts and CounselNot Applicable
11. Material Changes Not Applicable
12. Incorporation of Certain Information by
Reference Documents Incorporated by
Reference
13. Disclosure of Commission Position on
Indemnification for Securities Act LiabilitiesNot Applicable
<PAGE>
PROSPECTUS
IWC RESOURCES CORPORATION
DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN
1,000,000 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 twice 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
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 1,000,000 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 ____________, 1995.
<PAGE>
No person has been authorized to give any information or to make any
representation not contained in this Prospectus. This Prospectus does not
constitute an offer of any securities other than those described on the cover
page or an offer to sell or a solicitation of an offer to buy within any
jurisdiction to any person to whom it is unlawful to make such offer or
solicitation within such jurisdiction.
ASSISTANCE CONCERNING THE PLAN
Please address all correspondence concerning the Plan to:
Fifth Third Bank
Corporate Trust Services
IWC Resources Corporation Dividend
Reinvestment and Share Purchase Plan
Mail Location 1090F5
38 Fountain Square Plaza
Cincinnati, Ohio 45263
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 Fifth Third Bank at (800) 837-2755 or (513) 579-5320.
Assistance with Plan participation and other shareholder matters also may be
obtained from the Corporation, P.O. Box 1220, Indianapolis, Indiana 46206.
Its telephone number is (317) 639-1501.
TABLE OF CONTENTS
PAGE
AVAILABLE INFORMATION................................................1
DOCUMENTS INCORPORATED BY REFERENCE................................1
THE CORPORATION......................................................2
DESCRIPTION OF THE PLAN...............................................2
Purpose............................................................2
Features...........................................................3
Administration.....................................................3
Eligibility........................................................3
Participation......................................................4
Optional Cash Payments.............................................6
Purchases..........................................................7
Costs8
Dividends..........................................................8
Reports to Participants............................................8
Certificates for Shares............................................9
Withdrawal from the Plan...........................................9
Other Information.................................................10
USE OF PROCEEDS....................................................12
EXPERTS..............................................................13
LEGAL OPINIONS......................................................13
-i-
<PAGE>
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Corporation may be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the Commission's
Regional Offices located at Seven World Trade Center, Suite 1300, New York, New
York 10048; and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such material can be obtained from the Public Reference Section of
the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 at
prescribed rates.
The Corporation has filed with the Securities and Exchange Commission a
Registration Statement under the Securities Act of 1933 with respect to the
Common Shares offered pursuant to this Prospectus. This Prospectus does not
contain all the information set forth in the Registration Statement. For
further information with respect to the matters described in this Prospectus,
reference is made to the Registration Statement and to the exhibits filed with
the Registration Statement, which may be inspected and copied, at prescribed
rates, at the Public Reference Section maintained by the Commission at the
address set forth above. Any person to whom a copy of this Prospectus is
delivered, upon written or oral request, may obtain without charge a copy of
all information incorporated by reference in the Registration Statement (other
than exhibits thereto unless such exhibits are specifically incorporated by
reference into the information the Registration Statement incorporates) by
contacting John Davis, Secretary, IWC Resources Corporation, P. O. Box 1220,
Indianapolis, Indiana 46206; telephone (317) 639-1501.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Corporation with the Commission are
incorporated by reference into this Prospectus:
- - The Corporation's Annual Report on Form 10-K for the year ended December 31,
1994.
- - The Corporation's Quarterly Report on Form 10-Q for the quarter ended March
31, 1995.
- - The Corporation's Quarterly Report on Form 10-Q for the quarter ended June
30, 1995.
- - The Corporation's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995
- - The Corporation's Current Report on Form 8-K, filed on September 5, 1995, as
amended by Amendment No. 1 on Form 8-K/A, filed on November 6, 1995.
- - 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 Davis, Secretary, IWC Resources
Corporation, P. O. Box 1220, Indianapolis, Indiana 46206; telephone (317)
639-1501.
THE CORPORATION
The Corporation is a holding company. The Corporation owns and operates
seven subsidiaries, including Indianapolis Water Company ("IWC") and Harbour
Water Corporation ("HWC"), 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"), Miller Pipeline
Corporation ("MPC"), Waterway Holdings, Inc. ("Waterway"), and Utility Data
Corporation ("UDC"). SM&P performs underground utility locating and marking
services in Indiana and several other states. MPC installs, repairs and
maintains natural gas distribution systems and provides technical repair and
installation service and products for gas, sewer and water utilities. Waterway
owns and holds real estate for future development or sale. UDC provides
customer relations, customer billing and other data processing services for
IWC, HWC and other water and sewer utilities.
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 have
been automatically enrolled in the Plan.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide participants with a convenient method
of investing cash dividends and optional cash payments in newly issued Common
Shares of the Corporation, at a discount from the current market price average
without payment of any brokerage commission or service charge. Because the
Common Shares will be purchased from the Corporation, the Corporation will
receive additional funds that will be available for general corporate purposes.
The Corporation believes that expenses of the Plan, including the 3% discount
offered to participants, are less than the underwriting and other expenses that
would be incurred in selling additional newly issued Common Shares in other
ways.
FEATURES
2. WHAT ARE THE FEATURES OF THE PLAN?
As a participant in the Plan (a) you may purchase Common Shares by
automatically reinvesting cash dividends on all or less than all of the Shares
registered in your name, or (b) you may purchase Common Shares (provided you
are not a broker, nominee or investment company) as often as twice per month by
making optional cash payments in any amount of at least $100 ($10 monthly 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 record keeping.
(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?
Fifth Third Bank ("Agent") administers the Plan for participants, keeps
records, sends statements of account to participants and performs other
administrative duties relating to the Plan. The Agent purchases Common Shares
from the Corporation as agent for participants in the Plan and credits the
Common Shares to the accounts of the individual participants. Common Shares
held for the accounts of participants are registered in the name of the Agent,
the Agent's nominee or the Agent's depository. None of the Agent, the Agent's
nominee or the Agent's depository will control, be controlled by, or be under
common control with the Corporation.
ELIGIBILITY
4. WHO IS ELIGIBLE TO PARTICIPATE?
All holders of record of Shares and certain employees and customers of the
Corporation and its subsidiaries may participate in the Plan. Customers of the
Corporation's utility subsidiaries, including IWC or HWC, who are residents of
the State of Indiana may also make optional cash purchases as often as twice
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 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 Fifth Third Bank, Corporate Trust Services, IWC
Resources Corporation Dividend Reinvestment and Share Purchase Plan, Mail
Location 1090F5, 38 Fountain Square Plaza, Cincinnati, Ohio 45263; or telephone
(800) 837-2755 or (513) 579-5320.
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
Fifth Third Bank, Corporate Trust Services, IWC Resources Corporation Dividend
Reinvestment and Share Purchase Plan, Mail Location 1090F5, 38 Fountain Square
Plaza, Cincinnati, Ohio 45263; or by calling the Agent at (800) 837-2755 or
(513) 579-5320. 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 Fifth Third Bank.
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 resident of the
state of Indiana, Arkansas, California, Illinois, Kansas, Massachusetts,
Mississippi, New Jersey, 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. Payroll deduction
authorizations will be for an indefinite period of time. The employee must
specify the amount to be withheld each month, and a regular amount will be
deducted 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 twice per month by making optional cash payments in
amounts of at least $100 ($10 monthly in the case of employees) and up to
a total of $100,000 per calendar year, whether or not any dividends are
being reinvested, in Common Shares at 97% of the current market price
average.
Participants may elect one of the dividend reinvestment options, the
optional cash purchase option, or both. Under all of the options, cash
dividends on Common Shares credited to their accounts under the Plan are
automatically reinvested in additional Common Shares at 97% of the current
market price average. Brokers and nominees (whether acting on behalf of
themselves or beneficial owners) and investment companies may elect to
participate only in one of the dividend reinvestment options, not in the
optional cash purchase option.
9. WHEN WILL INVESTMENT OF MY DIVIDENDS START?
If your 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 March, June, September and December, and
the record dates for such dividend payments are expected to be the 10th days of
February, May, August and November, 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 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
twice per month. Any optional cash payment must be at least $100 ($10 monthly
in the case of employees) and may not aggregate more than $100,000 in any
calendar year. Except for employees, payments may be made at irregular
intervals, and the same amount of money need not be sent for each purchase.
Employees will have a regular amount deducted from their pay each pay period.
(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 "FIFTH THIRD BANK."
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 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 and/or optional cash 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.
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 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
Fifth Third Bank, Corporate Trust Services, IWC Resources Corporation Dividend
Reinvestment and Share Purchase Plan, Mail Location 1090F5, 38 Fountain Square
Plaza, Cincinnati, Ohio 45263. 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.
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 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 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 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, 1994 and 1993 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, 1994, which financial statements appear in the 1994
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, 1994,
and have been incorporated by reference herein as indicated under "Documents
Incorporated by Reference" in reliance upon the report of KPMG Peat Marwick
LLP, 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 LLP covering the financial
statements for the three-year period ended December 31, 1994, refers to changes
in the method of accounting for income taxes and post-retirement benefits other
than pensions in 1993.
LEGAL OPINIONS
Certain legal matters with respect to the Plan and in connection with the
issuance of the Common Shares pursuant thereto have been passed upon for the
Corporation by its counsel, Baker & Daniels, 300 North Meridian Street,
Indianapolis, Indiana 46204. Fred E. Schlegel, a partner in the firm of Baker
& Daniels, is a director of the Corporation and IWC.
<PAGE>
II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses of issuance and distribution which are to be paid by the
Corporation are estimated as follows:
ITEM AMOUNT
Securities and Exchange Commission Registration Fee......$6,856
Legal Fees and Expenses....................................2,500*
Accounting Fees and Expenses...............................1,000*
Printing and Engraving Expenses............................1,644*
Miscellaneous Expenses.................................. 500*
Total Expenses.......................................12,500*
__________
*Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to Article VII, Section 7.8 of the Corporation's Articles
of Incorporation incorporated by reference as Exhibit 3 hereto which contain
certain indemnification provisions pursuant to authority contained in the
Indiana Business Corporation Law.
ITEM 16. EXHIBITS.
The list of exhibits is incorporated herein by reference to the Index to
Exhibits on page S-5.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1)to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(a)to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(b)to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereto) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; and
(c)to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however that paragraphs (1)(a) and (1)(b) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement;
(2)that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof;
(3)to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering; and
(4)that, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this registration statement shall be deemed to be
a new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described in Item 15, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Indianapolis, State of Indiana on the 28th day of
December, 1995.
IWC RESOURCES CORPORATION
By /S/ J.A. ROSENFELD
J.A. Rosenfeld
Executive Vice President and Treasurer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James T. Morris, J.A. Rosenfeld and John M.
Davis, and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or their
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or Amendment thereto has been signed below by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/S/ JAMES T. MORRIS Chairman of the Board, President, Chief
James T. Morris Executive Officer and DirectorDecember 28, 1995
/S/ J.A. ROSENFELD Executive Vice President, Treasurer
J.A. Rosenfeld (Principal Financial Officer) and DirectorDecember
28, 1995
/S/ JAMES P. LATHROP Controller (Principal Accounting Officer)
James P. Lathrop of the Corporation and Assistant
Treasurer of IWC December 28, 1995
/S/ JOSEPH D. BARNETTE, JR.Director December 28, 1995
Joseph D. Barnette, Jr.
/S/ SUSAN O. CONNOR Director December 28, 1995
Susan O. Connor
/S/ JOSEPH R. BROYLES Director December 28, 1995
Joseph R. Broyles
/S/ MURVIN S. ENDERS Director December 28, 1995
Murvin S. Enders
/S/ OTTO N. FRENZEL III Director December 28, 1995
Otto N. Frenzel III
/S/ J.B. KING Director December 28, 1995
J.B. King
/S/ ROBERT B. MCCONNELL Chairman of the Executive Committee
Robert B. McConnell of the Corporation and IWC, and DirectorDecember
28, 1995
/S/ J. GEORGE MIKELSONS Director December 28, 1995
J. George Mikelsons
/S/ THOMAS M. MILLER Director December 28, 1995
Thomas M. Miller
/S/ JACK E. REICH Director December 28, 1995
Jack E. Reich
/S/ FRED E. SCHLEGEL Director December 28, 1995
Fred E. Schlegel
/S/ ROBERT A. BORNS Director December 28, 1995
Robert A. Borns
<PAGE>
INDEX TO EXHIBITS
Exhibit
NO. EXHIBIT
5 Opinion of Baker & Daniels, counsel for the Corporation as to
the legality of the Common Shares.
23(a) Consent of KPMG Peat Marwick LLP.
23(b) Consent of Baker & Daniels (contained in Exhibit 5 above).
24 Power of Attorney (included on page S-3).
BAKER & DANIELS
300 North Meridian Street, Suite 2700
Indianapolis, Indiana 46204
(317) 237-0300
December 28, 1995
IWC Resources, Inc.
1220 Waterway Boulevard
Indianapolis, Indiana 46202
Gentlemen:
We have examined the corporate records and proceedings of IWC
Resources, Inc., an Indiana corporation (the "Company"), with respect to
(a) the organization of the Company, and (b) the legal sufficiency of all
corporate proceedings of the Company taken in connection with the
authorization, reservation for issuance, validity and nonassessability of
the 1,000,000 shares of common stock of the Company (the "Common Stock")
that may be issued under the Company's Dividend Reinvestment and Share
Purchase Plan (the "Plan"). The offering of such shares is being
registered pursuant to the Company's Registration Statement on Form S-3
(the "Registration Statement"), in connection with which this opinion is
given.
Based upon such examination, we are of the opinion that:
1. The Company is a duly organized and validly existing
corporation under the laws of the State of Indiana.
2. When the Registration Statement shall have become effective
and the shares of Common Stock offered pursuant thereto have been issued
and sold in accordance with the terms of the Plan, such shares will be
validly authorized, legally issued, and fully paid and nonassessable.
Yours very truly,
/s/ Jeffrey M. Stautz
Jeffrey M. Stautz
EXHIBIT 5
Exhibit 23(a)
Consent of Independent Certified Public Accountants
The Board of Directors
IWC Resources Corporation:
We consent to incorporation by reference in the Registration Statement on
Form S-3 of IWC Resources Corporation of our report dated January 26, 1995,
relating to the consolidated balance sheets of IWC Resources Corporation
and subsidiaries as of December 31, 1994 and 1993, 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, 1994,
which report appears in the 1994 Annual Report to Shareholders and has been
incorporated by reference in the December 31, 1994 annual report on Form
10-K of IWC Resources Corporation, and to the reference to our firm under
the heading "Experts" in the prospectus. Our report refers to a change in
accounting for income taxes and postretirement benefits other than
pensions.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Indianapolis, Indiana
December 28, 1995
