SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K/A
(Amendment No. 1)
(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, 1995
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>
IWC RESOURCES CORPORATION
EMPLOYEE THRIFT PLAN
Financial Statements with
Supplemental Schedules
December 31, 1995 and 1994
(With Independent Auditors' Report Thereon)
<PAGE>
IWC RESOURCES CORPORATION EMPLOYEE THRIFT PLAN
December 31, 1995 and 1994
Index
Page
Independent Auditors' Report 1
Financial Statements:
Statements of Financial Condition 2
Statements of Income and Changes in Plan Equity 3
Notes to Financial Statements 4-11
Schedule
Item 27a - Schedule of Assets Held for Investment Purposes 1
Item 27d - Schedule of Reportable Transactions 2
<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, 1995 and 1994, 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, 1995 and 1994, 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 7, 1996<PAGE>
IWC RESOURCES CORPORATION EMPLOYEE THRIFT PLAN
Statements of Financial Condition
December 31, 1995 and 1994
1995 1994
Assets held by Trustee:
Investments, at market value:
Common stock of IWC Resources Corporation
(cost of $4,713,493 and $4,333,874)$ 5,012,078 4,687,079
Other common stocks 3,003,799 1,935,028
National City Bank Armada Fixed Income Bond 1,040,199 -
The One Group Income Bond Fund - 662,608
The One Group Ltd. Bond Fund - 26,563
Cash equivalents:
National City Bank AIM Prime Portfolio 1,999,250 2,087,458
BOI Money Market Savings - 9,844
National City Bank Armada Money Market Fund 9 -
Contributions receivable (prepaid):
Participants 84,450 54,973
Employer (23,360) (21,864)
Accrued interest income 10,371 10,510
Accrued dividends 8,039 10,648
Plan equity $ 11,134,835 9,462,847
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, 1995 and 1994
1995 1994
Plan equity beginning of year $ 9,462,847 8,565,262
Additions:
Participant contributions 785,501 795,983
Employer contributions 333,305 275,963
Dividend income 437,531 323,351
Interest income 135,890 145,335
Net appreciation in fair value of
investments (note 4) 628,658 -
2,320,885 1,540,632
Deductions:
Distributions to participants (note 5) 645,841 443,548
Administrative expenses in excess of
deposits 3,056 1,061
Net depreciation in fair value of
investments (note 4) - 198,438
648,897 643,047
Plan equity end of year $ 11,134,835 9,462,847
See accompanying notes to financial statements.
<PAGE>
IWC RESOURCES CORPORATION EMPLOYEE THRIFT PLAN
Notes to Financial Statements
December 31, 1995 and 1994
(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 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 contributed
58.33% and 50% for 1995 and 1994, respectively, 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.
<PAGE>
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, 1995, 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 174, 75, 129 and 60, 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.
<PAGE>
(2) Summary of Significant Accounting Policies
Investments
Investments in common stock and bond funds 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.
Use of Estimates
Management of the Company has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure of
contingent liabilities to prepare these financial statements in conformity
with generally accepted accounting principles. Actual results could differ
from those estimates.
(3) Plan Termination
Although the Employer has not expressed any intent to terminate the Plan,
it may do so at any time. Participants interest 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 1995 and 1994 is summarized as follows:
1995 1994
Common stock of IWC Resources Corporation $ (54,620) (130,146)
Other common stocks 628,343 5,422
National City Bank Armada Fixed Income Bond 54,935 -
The One Group Income Bond Fund - (72,537)
The One Group Ltd. Bond Fund - (1,177)
$ 628,658 (198,438)
(5) Distributions Payable
Distributions due to participants at December 31, 1995 but paid subsequent
to that date were $246,000.
<TABLE>
<PAGE>
(6) Investment Fund Allocations
A summary of assets and plan equity by fund as of December 31, 1995 follows:
<CAPTION>
Money Fixed
Stock Market Equity Income
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 $ 5,012,078 - - - 5,012,078
Other common stocks - - 3,003,799 - 3,003,799
National City Bank
Armada Fixed Income
Bond - - - 1,040,199 1,040,199
Cash equivalents:
National City Bank AIM
Prime Portfolio 134,160 1,780,067 85,023 - 1,999,250
BOI Money Market Savings - - - - -
National City Bank Armada
Money Market Fund - - - 9 9
Contributions receivable,
net 36,122 5,004 14,153 5,811 61,090
Accrued interest income 1,260 8,713 398 - 10,371
Accrued dividends - - 8,039 - 8,039
Plan equity $ 5,183,620 1,793,784 3,111,412 1,046,019 11,134,835
</TABLE>
A summary of assets and plan equity by fund as of December 31, 1994 follows:
<TABLE>
<CAPTION>
Money Fixed
Stock Market Equity Income
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>
<TABLE>
(7) Investment Fund Changes
A summary of income and changes in plan equity by fund for the year ended
December 31, 1995 follows:
<CAPTION>
Money Fixed
Stock Market Equity Income
Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C>
Plan equity,
December 31, 1994 $ 5,081,099 1,686,029 1,987,869 707,850 9,462,847
Additions:
Participant contributions 350,362 120,533 224,708 89,898 785,501
Employer contributions 151,621 48,926 98,175 34,583 333,305
Dividend income 328,308 - 58,793 50,430 437,531
Interest income 10,944 112,143 4,165 8,638 135,890
Net appreciation in fair
value of investments - - 628,343 54,935 683,278
841,235 281,602 1,014,184 238,484 2,375,505
Deductions:
Distributions to participants 464,794 163,270 16,977 800 645,841
Administrative expenses in
excess of deposits - - - 3,056 3,056
Net depreciation in fair
value of investments 54,620 - - - 54,620
519,414 163,270 16,977 3,856 703,517
Transfers between funds (219,300) (10,577) 126,336 103,541 -
Plan equity,
December 31, 1995 $ 5,183,620 1,793,784 3,111,412 1,046,019 11,134,835
</TABLE>
<TABLE>
<PAGE>
A summary of income and changes in plan equity by fund for the year ended
December 31, 1994 follows:
<CAPTION>
Money Fixed
Stock Market Equity Income
Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C>
Plan equity,
December 31, 1993 $ 3,809,532 2,361,182 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 $ 5,081,099 1,686,029 1,987,869 707,850 9,462,847
</TABLE>
(8) Subsequent Events
On April 1, 1996, all assets of the Plan were transferred to a new
trustee in accordance with a new plan document which took effect April
1, 1996.
<PAGE>
Schedule 1
IWC RESOURCES CORPORATION EMPLOYEE THRIFT PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1995
Description of Shares or Current
Identity of Issue Investment Par Value Cost Value
IWC Resources Corporation* Common stock 247,510 $ 4,713,493 5,012,078
Abbott Laboratories Common stock 1,760 50,121 73,260
Air Products & Chemicals Common stock 1,240 55,387 65,410
Albertson Inc. Common stock 2,200 63,288 72,325
Aluminum Co. of America Common stock 1,450 51,908 76,669
American Express Co. Common stock 1,820 48,514 75,303
American International
Group Inc. Common stock 787 45,393 72,798
Armstrong World Ind. Inc. Common stock 1,200 45,332 74,400
Atlantic Richfield Co. Common stock 670 77,252 74,203
Automatic Data Processing Common stock 1,020 52,842 75,735
Caterpillar Inc. Common stock 1,325 77,419 77,844
Delta Air Lines Inc. Del. Common stock 1,035 55,283 76,202
The Walt Disney Company Common stock 1,215 50,476 71,533
Dow Chemical Co. Common stock 975 57,203 68,494
Eastman Kodak Co. Common stock 1,220 63,406 81,740
Federal Express Corp. Common stock 960 56,021 70,920
GTE Corp. Common stock 1,765 61,157 77,439
Gannett Co. Inc. Common stock 1,275 66,082 78,253
General Electric Co. Common stock 1,150 56,463 82,800
General Motors Corp. Common stock 1,450 61,839 76,669
Genuine Parts Co. Common stock 1,795 65,000 73,595
Hewlett-Packard Co. Common stock 890 39,903 74,538
Ingersoll-Rand Co. Common stock 1,875 63,270 65,859
International Business
Machines Corp. Common stock 760 40,754 69,445
International Flavors &
Fragrances Inc. Common stock 1,500 61,893 72,000
Kimberly-Clark Corp. Common stock 1,055 49,373 87,301
May Department Stores Co. Common stock 1,880 70,294 79,195
Merck & Co. Inc. Common stock 1,310 45,525 85,969
Minnesota Mining & Mfg. Co. Common stock 1,220 67,979 80,978
JP Morgan Co. Inc. Common stock 850 57,753 68,213
Motorola Inc. Common stock 1,230 62,529 70,110
Pepsi Co. Inc. Common stock 1,320 48,174 73,755
Pitney Bowes Inc. Common stock 1,755 70,876 82,485
Providian Corp. Common stock 1,820 66,764 74,165
Raytheon Co. Common stock 1,680 51,447 79,380
Schlumberger Ltd. Common stock 1,045 65,664 72,366
(Continued)<PAGE>
Schedule 1 (continued)
IWC RESOURCES CORPORATION EMPLOYEE THRIFT PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1995
Description of Shares or Current
Identity of Issue Investment Par Value Cost Value
Sonat Inc. Common stock 2,210 64,179 78,730
Unilever NV Common stock 550 71,814 77,411
Union Camp Corp. Common stock 1,500 70,900 71,437
Union Pacific Corp. Co. Common stock 1,005 59,9746 6,330
WMX Technologies Inc. Common stock 2,640 77,6627 8,540
National City Bank* Armada Fixed
Income Fund1,018,903 1,018,903 1,040,199
National City Bank* AIM Prime
Portfolio 1,999,250 1,999,250 1,999,250
National City Bank* Armada Money
Market Fund 9 9 9
Total $ 10,098,768 11,055,335
<TABLE>
<PAGE>
IWC Resources Corporation Employee Thrift Plan
Item 27d-Schedule of Reportable Transactions
Year ended December 31, 1995
<CAPTION>
Identity Description Purchase Selling Cost Current Net Gain
of Issue of Security Price Price of Security Value or Loss
________ ___________ _________ _______ ___________ _______ _________
<S> <C> <C> <C> <C> <C>
National City CUSIP SA0001-52-7 253004.78 262848.44 262848.44 515853.22 0.00
Trust BOI Money Market
#9966579K Svgs. Acct-Bus
National City CUSIP 042086-79-3 1018903.33 0.00 1018903.33 0.00
Trust Armada Fixed
Income Fund
National City CUSIP 423478-50-2 32358.73 727704.26 785961.65 760062.99 58257.39
Trust The One Group
Income Portfolio
National City CUSIP 998056-22-0 252044.90 255285.29 255285.29 507330.19 0.00
Trust AIM Prime Portfolio
Short Term Investment
National City CUSIP 99999I-11-3 997066.04 997056.63 997056.63 1994122.67 0.00
Trust Armada Money Market
Fund
National City IWC Resources Corp. 533975.00 0.00 533975.00 0.00
Trust Common
<PAGE>
National City AIM Prime Portfolio 898077.18 1136231.36 1136231.36 2034308.54 0.00
Trust Short Term Investment
National City AIM Prime Portfolio 733528.86 683173.24 683173.24 1416702.10 0.00
Trust Short Term Investment
National City AIM Prime Portfolio 504659.80 401827.20 401827.20 906487.00 0.00
Trust
</TABLE>
<PAGE>
SIGNATURES
The Plan. 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:
Name: J. A. Rosenfeld
Title: Chairman, Employee
Benefits Committee<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description Page No.
24 Written Consent of 18
KPMG Peat Marwick
<PAGE>
Consent of Independent Certified Public Accountants
The Board of Directors
IWC Resources Corporation:
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 7, 1996, relating to the statements of financial condition of
IWC Resources Corporation Employee Thrift Plan as of December 31, 1995 and
1994, 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, 1995, which report appears in the December 31, 1995 annual report on
Form 11-K of IWC Resources Corporation Employee Thrift Plan.
Indianapolis, Indiana
June 25, 1996
Exhibit No. 24
