As filed with the Securities and Exchange Commission on July 15, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
NIPSCO INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
INDIANA 35-1719974
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
801 East 86th Avenue
Merrillville, Indiana 46410
(Address of principal executive offices, including zip code)
IWC RESOURCES
CORPORATION EMPLOYEE
THRIFT PLAN AND TRUST
(Full title of the plan)
Stephen P. Adik
NIPSCO Industries, Inc.
801 East 86th Avenue
Merrillville, Indiana 46410
(Name and address of agent for service)
(219) 647-6012
(Telephone number, including area code, of agent for service)
WITH A COPY TO:
Patricia Dondanville
Schiff Hardin & Waite
7200 Sears Tower
Chicago, Illinois 60606
(312) 258-5709
_________________________
<PAGE> 2
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=======================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING PRICE AGGREGATE AMOUNT OF
TO BE PER SHARE OFFERING PRICE REGISTRATION FEE
TITLE OF SECURITIES TO BE REGISTERED REGISTERED (1) (1) (1)
------------------------------------ ---------- -------------- ------------- ----------------
<S> <C> <C> <C> <C>
Common Shares, without par value (including 300,000 $28.3125 $8,493,750 $2,506
associated preferred share purchase rights)
Interests in the Plan (2) (2) (2) (2)
========================================================================================================================
</TABLE>
(1) Estimated on the basis of $28.3125 per share, the average of the
high and low prices of the Common Shares on July 10, 1998, as
reported in the consolidated reporting system pursuant to Rule
457(h).
(2) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the IWC
Resources Corporation Employee Thrift Plan and Trust for which no
separate fee is required.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated herein by reference:
(a) The Annual Report on Form 10-K of NIPSCO Industries, Inc.
(the "Registrant") for the fiscal year ended December 31,
1997;
(b) The Quarterly Report on Form 10-Q of the Registrant for the
quarter ended March 31, 1998; and
(c) The description of the Registrant's Common Shares contained
in the Registrant's Registration Statement on Form 8-B filed
with the Commission on November 25, 1987.
All documents subsequently filed by the Registrant and/or the
Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The By-Laws of the Registrant provide for indemnification by the
Registrant of each of its directors and officers to the fullest extent
permitted by law for liability of such director of officer arising by
reason of his or her status as a director or officer of the Registrant
or its subsidiaries. Under the Registrant's By-Laws as well as the
Indiana Business Corporation Law (the "Indiana BCL"), the Registrant
is required to indemnify its directors and officers against expenses,
judgments, decrees, fines, penalties and settlements actually and
reasonably incurred by such person in connection with any action, suit
or proceeding, whether civil, criminal, administrative or
investigative, to which such person is a party by reason of his or her
connection with the Registrant, provided that such person acted in
good faith and in a manner he or she reasonably believed to be in the
best interest of the Registrant, or, with respect to a criminal
<PAGE> 4
proceeding, has no reasonable cause to believe that his or her conduct
was unlawful.
The By-Laws of the Registrant provide that, except where a
director or officer is substantially and finally successful on the
merits, the Registrant may not indemnify a director or officer (unless
ordered by a court) until after a determination has been made that
indemnification of the director or officer is permissible because he
or she met the applicable standards of conduct. The Registrant also
may not advance expenses prior to the disposition of an action, suit
or proceeding until: (a) the director or officer provides the
Registrant with a written affirmation of his or her good faith belief
that he or she has met the applicable standards of conduct and an
undertaking to repay the advance if it is ultimately determined that
he or she did not meet the applicable standards of conduct, and (b) a
determination has been made, that, based on the facts then known to
those making the determination, the director or officer met the
applicable standards of conduct. The determination that a director or
officer has met the applicable standards of conduct may be made by a
majority vote of a quorum consisting of disinterested directors, a
majority vote of a committee designated by the board of directors
consisting of two or more disinterested directors (only if a quorum of
the board cannot be obtained), special legal counsel or a majority
vote of disinterested shareholders.
As authorized under the Registrant's By-Laws and the Indiana BCL,
the Registrant and its subsidiaries have insurance which insures
directors and officers for acts committed as such directors or
officers which are determined not to be indemnifiable under the
Registrant's indemnity provisions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits filed herewith or incorporated by reference herein
are set forth in the Exhibit Index filed as part of this registration
statement on page 7 hereof. The Plan has been submitted in a timely
manner to the Internal Revenue Service and has received a favorable
determination that the Plan continues to be qualified under Section
401 of the Internal Revenue Code. All changes required by the
Internal Revenue Service in order to continue to so qualify the Plan
have been made.
ITEM 9. 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:
<PAGE> 5
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) 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 thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement; and
(iii) 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 (a)(1)(i) and (a)(1)(ii) 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 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.
The undersigned Registrant hereby undertakes 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 (and each filing
of the Plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement 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.
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 foregoing
provisions, 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 Act 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
<PAGE> 6
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 Act and will be
governed by the final adjudication of such issue.
<PAGE> 7
SIGNATURES
THE REGISTRANT. 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-8
and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Town of
Merrillville, State of Indiana, on July 10, 1998.
NIPSCO INDUSTRIES, INC.
(Registrant)
By: /s/ Gary L. Neale
--------------------------------
Gary L. Neale
Chairman and President
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Stephen P. Adik the true and lawful attorney-in-fact and
agent of the undersigned, with full power of substitution and
resubstitution, for and in the name, place and stead of the
undersigned, 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,
and hereby grants to such attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute
or 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 has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Gary L. Neale Chairman, President and July 10, 1998
----------------------------------------- Director (Principal Executive
Gary L. Neale Officer)
/s/ Stephen P. Adik Executive Vice President July 10, 1998
----------------------------------------- (Principal Financial Officer
Stephen P. Adik and Principal Accounting Officer)
<PAGE> 8
/s/ Steven C. Beering Director July 9, 1998
-----------------------------------------
Steven C. Beering
/s/ Arthur J. Decio Director July 10, 1998
-----------------------------------------
Arthur J. Decio
/s/ James T. Morris Director July 10, 1998
-----------------------------------------
James T. Morris
/s/ Denis E. Ribordy Director July 6, 1998
-----------------------------------------
Denis E. Ribordy
/s/ Ian M. Rolland Director July 9, 1998
-----------------------------------------
Ian M. Rolland
/s/ Edmund A. Schroer Director July 9, 1998
-----------------------------------------
Edmund A. Schroer
/s/ John W. Thompson Director July 10, 1998
-----------------------------------------
John W. Thompson
/s/ Robert J. Welsh Director July 7, 1998
-----------------------------------------
Robert J. Welsh
/s/ Carolyn Y. Woo Director July 10, 1998
-----------------------------------------
Carolyn Y. Woo
</TABLE>
<PAGE> 9
THE PLAN. Pursuant to the requirements of the Securities Act of
1933, the Plan Committee 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 July 8,
1998.
IWC RESOURCES CORPORATION EMPLOYEE
THRIFT PLAN AND TRUST
By: /s/ James Lathrop
----------------------------------------
James Lathrop, Member of Plan Committee
/s/ Dave Kelly
----------------------------------------
Dave Kelly, Member of Plan Committee
/s/ Joe Broyles
----------------------------------------
Joe Broyles, Member of Plan Committee
/s/ Ken Giffin
----------------------------------------
Ken Giffin, Member of Plan Committee
/s/ Les Williams
----------------------------------------
Les Williams, Member of Plan Committee
<PAGE> 10
EXHIBIT INDEX
Exhibit
Number Description Page No.
------- ----------- --------
23 Consent of Arthur Andersen LLP. 11
24 Powers of Attorney (contained on 7
the signature pages hereto).
EXHIBIT 23
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our report dated January 30,
1998 included in the Annual Report on Form 10-K for NIPSCO Industries, Inc.
for the year ended December 31, 1997 and our report dated April 28, 1998,
included in the Quarterly Report on Form 10-Q for NIPSCO Industries, Inc.
for the period ended March 31, 1998 and to all references made to our Firm
included in this Registration Statement.
/s/ Arthur Andersen LLP
-------------------------------------
ARTHUR ANDERSEN LLP
Chicago, Illinois,
July 14, 1998
