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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31,1993
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 1-9779
NIPSCO INDUSTRIES, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of plan)
NIPSCO INDUSTRIES, INC.
(Issuer of the Securities)
5265 Hohman Avenue, Hammond, Indiana 46320
(Address of Principal Executive Office)
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of the NIPSCO
Industries, Inc. Employee Stock Purchase Plan:
We have audited the accompanying balance sheets of the NIPSCO Industries, Inc.
Employee Stock Purchase Plan as of December 31, 1993 and 1992, and the related
statements of income and changes in plan equity for each of the three years
in the period ended December 31, 1993. These financial statements are the
responsibility of the plan administrator. 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 position of the NIPSCO Industries,
Inc. Employee Stock Purchase Plan as of December 31, 1993 and 1992, and the
income and changes in plan equity for each of the three years in the period
ended December 31, 1993, in conformity with generally accepted accounting
principles.
ARTHUR ANDERSEN & CO.
Chicago, Illinois
March 17, 1994
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<TABLE>
<CAPTION>
NIPSCO Industries, Inc.
Employee Stock Purchase Plan
Balance Sheet
December 31,
_______________________
1993 1992
========== ==========
<S> <C> <C>
ASSETS
Employee contributions receivable
(Note 1d and 2b) $ 283,690 $ 252,540
========== ==========
LIABILITIES AND PLAN EQUITY
Amounts payable for
purchases of common shares $ 283,690 $ 252,540
Plan Equity - -
__________ _________
Total Liabilities and Plan Equity $ 283,690 $ 252,540
========== =========
<FN>
The accompanying notes to financial statements are an integral part of these
statements.
</TABLE>
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<TABLE>
<CAPTION>
NIPSCO Industries, Inc.
Employee Stock Purchase Plan
Statements of Income and Changes in Plan Equity
Year Ended December 31,
_________________________________________
1993 1992 1991
=========== =========== ===========
<S> <C> <C> <C>
Plan Equity,
Beginning of year $ - $ - $ -
Increases (decreases) during
the year:
Employee contributions
(Notes 1d and 2b) 538,321 486,861 495,815
Employer contributions
(Note 2b) 54,210 52,555 53,585
Purchases of common shares
(Note 1e) (542,098) (525,551) (535,850)
Refunds to participants (19,283) (12,342) (21,073)
Change in amounts payable for
purchases of common shares (31,150) (1,523) 7,523
___________ ___________ ___________
Plan Equity,
End of year $ - $ - $ -
=========== =========== ===========
<FN>
The accompanying notes to financial statements are an integral part of these
statements.
</TABLE>
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NIPSCO Industries, Inc.
Employee Stock Purchase Plan
Notes to Financial Statements
(1) Description of the Plan
The following brief description of the NIPSCO Industries, Inc. (Industries)
Employee Stock Purchase Plan (Plan) is provided for general information
purposes only. Participants should refer to the Plan agreement for a more
complete description of the Plan's provisions.
(a) General -
The Plan was established on October 27, 1964, by Northern Indiana Public
Service Company (Northern Indiana). Effective March 3, 1988, the Plan was
assumed by Industries and amended to allow participation by eligible employees
of Industries and its subsidiaries. It is designed to provide a convenient
means by which eligible employees may save regularly through voluntary,
systematic payroll deductions and twice each year use such savings to purchase
common shares without par value (Common Shares) of NIPSCO Industries, Inc. the
holding company of Northern Indiana, at less than the market price.
(b) Plan Administration -
The Controller of Northern Indiana, or an alternate named by him, is
the administrator of the Plan and makes such rulings or interpretations as
are necessary in its operation. Northern Indiana bears all the costs of
administering and carrying out the Plan.
(c) Eligibility -
Only employees who have one or more years of service with Industries,
or any subsidiary, are eligible to participate in the Plan. Employees whose
customary employment is twenty hours or less per week or employees whose
customary employment is for not more than five months in any calendar year are
not eligible to participate. There were 610, 598 and 606 active participants
in the Plan as of December 31, 1993, 1992 and 1991 respectively.
(d) Employee Contributions -
An eligible employee may authorize payroll deductions in any full dollar
amount, not less than $7.00 per regular pay period but not more than 10% of
the regular rate of pay. The regular rate of pay means the gross amount
determined on the basis of an employee's regular straight-time hourly, weekly
or monthly rate for the number of hours normally worked exclusive of overtime,
shift premiums or other compensation. The number of hours worked for this
purpose cannot exceed 40 hours per week (42 hours for shift workers). Sales
commission and sale bonuses are also considered for salaried employees.
An eligible employee may enter the Plan at the beginning of any savings
period by signing and delivering to the employer an authorization for payroll
deductions for the purchase of Common Shares. Such authorization must state
(a) the amount to be deducted regularly from each pay check, (b) authority
to issue the Common Shares in each savings period, and (c) the exact name or
names in which the Common Shares are to be issued. The stock certificates for
Common Shares purchased under the Plan may be issued in the employee's name,
or, if so designated by the employee, in his or her name and the name of
another person of legal age, as joint tenants with the right of survivorship,
provided such other person is his or her spouse, ancestor, lineal descendant,
brother or sister. Payroll deductions can be changed only at the beginning of
a savings period upon 15 days advance notice.
The six-month periods, January 1 to June 30, inclusive, and July 1
to December 31, inclusive, are savings periods during which participants
accumulate savings for the purchase of Common Shares under the Plan. Interest
is not paid on payroll deductions while held by the applicable employer.
(e) Purchases of Common Shares -
A participant who purchases Common Shares under the Plan will purchase
as many full shares as is determined by dividing the amount of accumulated
savings for the entire savings period by the purchase price per share for such
savings period. The balance, if any, of accumulated savings will be carried
over to the next savings period. The purchase price per share to participants
is 90% of the closing market price of Industries' Common Shares on the New
York Stock Exchange on June 30 and December 31. If no such price is available
on a particular June 30 or December 31, the purchase price is determined as
of the next preceding day on which such price is available.
(f) Refunds and Withdrawals -
A participant who does not wish to purchase Common Shares in any savings
period must notify his or her employer in writing to this effect prior to the
applicable June or December price date. In such event, all funds credited to
the participant under the Plan will be returned as soon as practicable, and
no further payroll deductions will be made during that savings period.
A participant may withdraw from the Plan at any time and reenter the
Plan at the beginning of any subsequent savings period. Withdrawal shall be
made by proper notification to the participant's employer. Funds credited to
the account of a participant not already used or unconditionally committed
to the purchase of Common Shares will be returned to the participant as soon
as practicable after notice of withdrawal is received.
(g) Termination of Participation -
Participation in the Plan terminates if the Plan is discontinued by
the Board of Directors of Industries or if the participant's employment is
terminated because of retirement, resignation, release, discharge, death or
any other reason. In such event, all funds of the participant under the Plan
not already used or unconditionally committed for the purchase of Common
Shares will be refunded as soon as practicable.
(2) Summary of Significant Accounting Policies
(a) Method of Accounting -
The financial statements of the Plan have been prepared on the accrual basis
of accounting.
(b) Contributions -
Employee contributions receivable represents amounts due as of December 31,
1993 and 1992, under the terms of the Plan agreement. Employer contributions
are reflected in the accompanying financial statements when
Common Shares are purchased.
(3) Income Tax Status
The Plan is not qualified under Section 401(a) of the Internal Revenue Code.
No Federal income tax is imposed when a participant purchases shares under
the Plan. When a participant sells or otherwise disposes of shares purchased
under the Plan, Federal income tax considerations differ, depending on the
length of time the shares were held. A participant must notify his or her
employer if any Common Shares purchased under the Plan are disposed of within
two years from the date of purchase. Any dividends received by a participant
must be reported as taxable income.
(4) Termination or Amendment of Plan
The Plan was amended on April 12, 1989, to provide that an additional 500,000
Common Shares be made available for purchase under the Plan and that said
shares be purchased on the open market rather than using authorized but
unissued shares.
The Board of Directors of Industries reserves the right to withdraw, suspend,
modify or terminate the Plan at any time. The Plan will terminate in any
event on December 31, 1995, unless extended by the Board of Directors.
If at any time Common Shares authorized for purposes of the Plan are not
available in sufficient number to meet all unfulfilled purchase requirements,
the Board of Directors of Industries reserves the right to apportion the
remaining available shares among participants on a pro rata basis.
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S I G N A T U R E
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Controller of Northern Indiana Public Service Company, who administers
the Plan, has duly caused this annual report to be signed on its behalf by
the undersigned thereunto duly authorized.
NIPSCO Industries, Inc.
EMPLOYEE STOCK PURCHASE PLAN
(Name of Plan)
By: /S/(Arthur A. Paquin)
Arthur A. Paquin,
Controller
Northern Indiana Public Service Company
Date: March 17, 1994
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Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report included in this Form 11-K, into NIPSCO
Industries, Inc.'s previously filed Form S-8 Registration Statement, No.
33-30621, dated August 18, 1989.
Arthur Andersen & Co.
Chicago, Illinois
March 17, 1994
