Iwc Resources Corp – ‘424B3’ on 7/23/96 – 424B1

As of:  Tuesday, 7/23/96   ·   Accession #:  790523-96-6   ·   File #:  33-65453

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Prospectus   —   Rule 424(b)(3)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B1       Prospectus                                            20±    82K 


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 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 service 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 May 24, 1996.                                    

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, OH 45263                                                  

Please reference 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         3                                                 
DOCUMENTS INCORPORATED BY REFERENCE          3                                  
THE CORPORATION          4                                                      
DESCRIPTION OF THE PLAN       4                                                 
Purpose        5                                                      
Features       5                                                      
Administration      5                                                 
Eligibility         6                                                 
Participation       7                                                 
Optional Cash Payments        9                                       
Purchases      10                                                     
Costs          11                                                     
Dividends      11                                                     
Reports to Participants       11                                      
Certificates for Shares       11                                      
Withdrawal from the Plan      12                                      
Other Information        13                                           
USE OF PROCEEDS          16                                                     
EXPERTS        16                                                               
LEGAL OPINIONS      16                                                          

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 addresses                           
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 M. 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, 1995.                                               

The Corporation's Quarterly Report on Form 10-Q                         
for the first quarter ended March 31, 1996.                                     

The Corporation's Form S-3 filed with the                               
Securities & Exchange Commission (SEC) and approved on                          
January 23, 1996, to increase the Plan's share                                  
reserve to 1,000,000 authorized but unissued shares.                            

The description of the Common Shares contained in                       
the definitive Proxy Statement and Prospectus of                                
Indianapolis Water Company and the Corporation, dated                           
April 25, 1986, 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 M. 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 Miller                                 
Pipeline Corporation (MPC) and SM&P Utility                                     
Resources, Inc. (SM&P). MPC installs, repairs, and                              
maintains natural gas distribtion systems and provides                          
technical repair and installation service and products                          
for gas, sewer, and water utilities. SM&P performs                              
underground utility locating and marking services in                            
Indiana and several other states.                                               

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 is described in 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 will be automatically enrolled in                          
this 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 recordkeeping. (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 (the 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 Dates (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 Dates, 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 no 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, OH 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, OH 45263;                         
or telephone (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, 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 Wiscon-                                 
sin, 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 Employee 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 an Employee Payroll                            
Deduction Authorization Card will be furnished to you                           
at any time upon request to the Agent. Payrol l                                 
deduction authorizations will be for an indefinite                              
period of time. The employee must specify the amount to                         
be withheld 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 specific 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                               
Dates in each month are the first and fifteenth days                            
of each month, unless such days fall on a Saturday,                             
Sunday or other day on which banking institutions  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 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 in 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 result from dividing the amount of                                 
dividends or optional 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?                                   

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. Any activity that affects share balance                            
(i.e.) optional cash purchases, sale of shares, and                             
employee payroll deductions, will be reflected in a                             
monthly statement to shareholders. 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                            
report 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 regis-                                    
tered 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, OH 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.)  The agent must receive such                          
notice of termination 5 business days prior to the                              
dividend record date in order for such notice to be                             
effective as to that dividend. The agent will send the                          
certificates and/or funds to the participant within 30                          
days of receipt of the termination notice.                                      

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 within 30 days for the                           
proceeds of the sale. 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 amount 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 who 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 who purchases                            
Common Shares in his capacity as an employee of the                             
Corporation or any of its subsidiaries will recognize                           
additional 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                         
of those Common Shares. This income will be subject to                          
ordinary Federal and State income taxes. It is unclear                          
whether a person who 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. Although, the Corporation does                         
not currently believe any taxable income results from                           
the purchase of Common Stock by customers, 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.                          
Currently, customers of the Corporation can purchase                            
Common Stock through the Corporation and will not                               
recognize any income at the time of their initial                               
purchase. All subsequent purchases will recognize                               
additional 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                         
of those Common Shares. 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 allocated 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 they receive                                
certificates for whole shares credited to their                                 
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, 1995 and 1994 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, 1995,                         
which financial statements appear in the 1995 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, 1995, and have                             
been incorporated by reference herein as indicated                              
under Documents Incorporated by Reference in reliance                           
upon the report of KPMG Peat Marwick, 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 covering the financial statements for the                               
three-year period ended December 31, 1995, 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.                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘424B3’ Filing		Date		Other Filings
Filed on:		7/23/96
		5/24/96
		3/31/96		10-Q
		1/23/96
		12/31/95		10-K,  11-K,  11-K/A,  ARS
		12/31/94		10-K,  11-K
				List all Filings