As filed with the Securities and Exchange Commission on April 11,
1995
Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
Under the
SECURITIES ACT OF 1933
_______________
IOWA-ILLINOIS GAS AND ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
Illinois 42-0673189
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
One RiverCenter Place
106 East Second Street
Davenport, Iowa 52801
(Address of Principal Executive Offices) (Zip Code)
Iowa-Illinois Gas and Electric Company Savings Plan
(Full title of the plan)
Keith M. Giger
Secretary and Treasurer
Iowa-Illinois Gas and Electric Company
One RiverCenter Place
106 East Second Street
Davenport, Iowa 52801
(Name and address of agent for service)
(319) 326-7485
(Telephone number, including
area code, of agent for service)
_______________
Copy to:
Joseph S. Ehrman
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
(312) 853-7437
CALCULATION OF REGISTRATION FEE
_________________________________________________________________
Title of
Securities Amount Proposed Max. Proposed Max. Amount of
to be to be Offering Price Aggregate Reg.
Registered Reg.(1) Per Share(2) Offering Price(2) Fee
_________________________________________________________________
Common Shares,
$1 par value 300,000 $21.25 $6,375,000 $2,198.00
Common Share
Purch. Rights 300,000
_________________________________________________________________
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an
indeterminate amount of interests to be offered or sold
pursuant to the Iowa-Illinois Gas and Electric Company
Savings Plan.
(2) Estimated solely for the purpose of calculating the
registration fee and, pursuant to Rule 457(h) under the
Securities Act of 1933, as amended, based upon the average
of the high and low sale prices of the Common Shares of the
Company, as reported on the New York Stock Exchange
Composite Tape on April 4, 1995.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual
Information*
* Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from this Registration
Statement in accordance with Rule 428 under the Securities
Act of 1933, as amended (the "Securities Act"), and the Note
to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have heretofore been filed
by Iowa-Illinois Gas and Electric Company (the "Company" or the
"Registrant") or the Iowa-Illinois Gas and Electric Company
Savings Plan (the "Plan") with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), are incorporated by
reference herein and shall be deemed to be a part hereof:
1. The Company's Annual Report on Form 10-K for the
year ended December 31, 1994;
2. The Company's Current Report on Form 8-K dated
February 1, 1995;
3. The description of the Common Shares, $1.00 par
value, of the Company contained in the Company's
Registration Statement on Form 10, as filed with
the Commission on July 19, 1950, including any
subsequent amendment or report filed for the
purpose of updating such description;
4. The description of the Common Share Purchase
Rights of the Company contained in the Form 8-A of
the Company, as filed with the Commission on April
9, 1992, including any subsequent amendment or
report filed for the purpose of updating such
description; and
5. The Plan's Annual Report on Form 11-K for the year
ended December 31, 1993.
All documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act and all documents filed by the Plan with the Commission
pursuant to Section 15(d) of the Exchange Act, after the date of
this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement
and made a part hereof from their respective dates of filing
(such documents, and the documents enumerated above, being
hereinafter referred to as "Incorporated 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.
As permitted by Section 2.10(b)(3) of the Illinois
Business Corporation Act of 1983, as amended (the "IBCA"), the
Company's First Restated Articles of Incorporation, as amended
(the "Articles"), provide that no director shall be personally
liable to the Company or its shareholders for monetary damages
for breach of fiduciary duty as a director, except for liability:
(i) for any breach of such director's duty of loyalty to the
Company or its shareholders; (ii) for acts or omissions not in
good faith or that involve intentional misconduct or a knowing
violation of law; (iii) under Section 8.65 of the IBCA (relating
to certain unlawful distributions to shareholders); or (iv) for
any transaction from which such director derived an improper
personal benefit.
Section 8.75 of the IBCA permits, under certain
circumstances, an Illinois corporation to indemnify any person
who was or is a party, or is threatened to be made a party, to
any action, suit or proceeding (other than an action or suit by
such corporation) by reason of the fact that he or she is or was
a director, officer, employee or agent of such corporation, or
who is or was serving at the request of such corporation in such
a capacity for another entity, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with such action,
suit or proceeding or, in the case of an action or suit by such
corporation, against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit.
Article Eleven of the Articles provides, in general,
that any director, officer or employee of the Company is entitled
to indemnification against all liabilities, judgments, fines and
amounts paid in settlement and all expenses (including attorneys'
fees) actually and reasonably incurred in connection with any
litigation (including any actual or threatened civil, criminal,
administrative or arbitration action, proceeding, claim, suit or
appeal therefrom), if such person acted in good faith and in a
manner which such person reasonably believed to be in, or not
opposed to, the best interests of the Company and, in the case of
criminal litigation, such person had no reasonable cause to
believe that his or her conduct was unlawful; provided, however,
that such person shall not be indemnified if, in the case of
litigation by or in the right of the Company, it shall be finally
determined that such person breached his or her duty to the
Company, unless a court shall finally determine that despite such
breach of duty such person is fairly and reasonably entitled to
indemnification.
The directors and officers of the Company have the
benefit collectively of a $60,000,000 insurance policy covering
them generally against loss for any breach of duty, neglect,
error, misstatement, misleading statement, omission or other act
done or wrongfully attempted or any matter claimed against them
solely by reason of their being such directors or officers, but
not as to acts of active and deliberate dishonesty committed with
actual dishonest purpose and intent which were material to the
cause of action adjudicated against them.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The exhibits accompanying this Registration Statement
are listed on the accompanying Exhibit Index. The Plan is
intended to be qualified under Sections 401(a) and 401(k) of the
Internal Revenue Code. The Company has submitted the Plan and
hereby undertakes to submit all amendments thereto to the
Internal Revenue Service (the "IRS") in a timely manner and will
make all changes required by the IRS in order to qualify the
Plan.
Item 9. Undertakings.
The Company hereby undertakes:
1. To file, during any period in which offers or
sales are being made, a post-effective amendment
to this Registration Statement:
(a) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(b) To reflect in the prospectus any facts or
events arising after the effective date of
this 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 this Registration
Statement;
(c) To include any material information with
respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs 1.(a) and 1.(b)
do not apply if the information required to be
included in a post-effective amendment by those
paragraphs is contained in periodic reports filed
by the Company pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
2. That, for the purpose of determining any liability
under the Securities Act, 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 hereby which remain unsold at the
termination of the offering.
4. That, for the purposes of determining any
liability under the Securities Act, each filing of
the Company's Annual Report pursuant to Section
13(a) or Section 15(d) of the Exchange Act and
each filing of the Plan's Annual Report pursuant
to Section 15(d) of the Exchange Act that is
incorporated by reference in this 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 hereof.
5. That, insofar as indemnification for liabilities
arising under the Securities Act may be permitted
to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions,
or otherwise, the Company has been advised that in
the opinion of the Commission such indemnification
is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification
against such liabilities (other than the payment
by the Company of expenses incurred or paid by a
director, officer or controlling person of the
Company in the successful defense of any action,
suit or proceeding) is asserted by such director,
officer or controlling person in connection with
the securities being registered, the Company will,
unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the
question whether such indemnification by it is
against public policy as expressed in the
Securities Act and will be governed by the final
adjudication of such issue.
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 City of Davenport,
State of Iowa, on the tenth day of April, 1995.
IOWA-ILLINOIS GAS AND ELECTRIC COMPANY
By: Stanley J. Bright
Stanley J. Bright
Chairman of the Board of
Directors, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities indicated and on the tenth
day of April, 1995.
Stanley J. Bright Chairman of the Board of Directors,
Stanley J. Bright President and Director (Principal
Executive Officer)
Lance E. Cooper Vice President Finance and Chief
Lance E. Cooper Financial Officer and Director
(Principal Financial Officer)
Peter E. Burks Controller (Principal Accounting Officer)
Peter E. Burks
* Director
John W. Colloton
* Director
Frank S. Cottrell
* Director
William C. Fletcher
* Director
Mel Foster, Jr.
* Director
Nancy L. Seifert
* Director
S. E. Shelton
* Director
W. Scott Tinsman
* Director
L. L. Woodruff
*By Lance E. Cooper
Lance E. Cooper
Attorney-in-Fact
The Plan. Pursuant to the requirements of the
Securities Act of 1933, the trustees (or other persons who
administer the employee benefit plan) have duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Davenport,
State of Iowa, on the tenth day of April, 1995
IOWA-ILLINOIS GAS AND ELECTRIC COMPANY SAVINGS PLAN
By: Lance E. Cooper
Name: Lance E. Cooper
Title: Chairman
EXHIBIT INDEX
The following documents are filed herewith or
incorporated herein by reference.
Exhibit
Number Document Description
*4.1 First Restated Articles of Incorporation. (File 1-3573,
Annual Report on Form 10-K for year ended December 31,
1993, Exhibit 3.A.)
*4.2 Article Eleven of the First Restated Articles of
Incorporation (File 1-3573, Quarterly Report on Form 10-Q
for the quarter ended June 30, 1994, Exhibit 3.A.)
*4.3 By-laws as amended through April 25, 1991. (File 1-3573,
Annual Report on Form 10-K for year ended December 31,
1993, Exhibit 3.B.)
*4.4 Indenture of Mortgage and Deed of Trust dated as of March
1, 1947. (File 2-6922, Registration Statement, Exhibit
7-B.)
*4.5 Supplemental Indenture dated as of March 1, 1947. (File
2-6922, Registration Statement, Exhibit 7-C.)
*4.6 Second Supplemental Indenture dated as of October 1, 1949.
(File 2-8112, Registration Statement, Exhibit 7-B.)
*4.7 Third Supplemental Indenture dated as of January 15, 1953.
(File 2-9990, Registration Statement, Exhibit 4.04.)
*4.8 Resignation and Appointment of successor Individual
Trustee. (File 2-62330, Registration Statement, Exhibit
2.03E.)
*4.9 Fourth Supplemental Indenture dated as of April 15, 1960.
(File 2-17786, Registration Statement, Exhibit 2.06.)
*4.10 Fifth Supplemental Indenture dated as of May 1, 1961.
(File 2-26675, Registration Statement, Exhibit 2.07.)
*4.11 Sixth Supplemental Indenture dated as of July 1, 1967.
(File 2-28806, Registration Statement, Exhibit 2.08.)
*4.12 Seventh Supplemental Indenture dated as of April 1, 1969.
(File 2-34089, Registration Statement, Exhibit 2.10.)
*4.13 Eighth Supplemental Indenture dated as of August 15, 1969.
(File 2-38102, Registration Statement, Exhibit 2.10.)
*4.14 Ninth Supplemental Indenture dated as of September 1,
1970. (File 2-38102, Registration Statement, Exhibit
2.12.)
*4.15 Resignation and Appointment of successor Individual
Trustee. (File 2-45994, Registration Statement, Exhibit
2.04L.)
*4.16 Tenth Supplemental Indenture dated as of June 15, 1975.
(File 2-53814, Registration Statement, Exhibit 2.03M-2.)
*4.17 Eleventh Supplemental Indenture dated as of March 15,
1976. (File 2-55527, Registration Statement, Exhibit
2.03N-1.)
*4.18 Twelfth Supplemental Indenture dated as of January 15,
1977. (File 2-57912, Registration Statement, Exhibit
2.03O-1.)
*4.19 Thirteenth Supplemental Indenture dated as of October 1,
1977. (File 2-58838, Registration Statement, Exhibit
2.03P.)
*4.20 Fourteenth Supplemental Indenture dated as of September 1,
1978. (File 2-62330, Registration Statement, Exhibit
2.03Q-1.)
*4.21 Fifteenth Supplemental Indenture dated as of July 15,
1979. (File 2-66779, Registration Statement, Exhibit
2.03R.)
*4.22 Sixteenth Supplemental Indenture dated as of January 15,
1980. (File 2-66779, Registration Statement, Exhibit
2.03S.)
*4.23 Seventeenth Supplemental Indenture dated as of June 15,
1980. (File 2-68600, Registration Statement, Exhibit
2.03T.)
*4.24 Eighteenth Supplemental Indenture dated as of February 15,
1981. (File 1-3573, Annual Report on Form 10-K for year
ended December 31, 1980, Exhibit 4-B-21.)
*4.25 Nineteenth Supplemental Indenture dated as of October 1,
1981. (File 1-3573, Annual Report on Form 10-K for year
ended December 31, 1981, Exhibit 4-B-22.)
*4.26 Twentieth Supplemental Indenture dated as of May 1, 1982.
(File 1-3573, Quarterly Report on Form 10-Q for quarter
ended June 30, 1982, Exhibit 4-B-23.)
*4.27 Twenty-first Supplemental Indenture dated as of July 1,
1982. (File 1-3573, Quarterly Report on Form 10-Q for
quarter ended June 30, 1982, Exhibit 4-B-24.)
*4.28 Twenty-second Supplemental Indenture dated as of February
15, 1984. (File 1-3573, Annual Report on Form 10-K for
year ended December 31, 1983, Exhibit 4-B-25.)
*4.29 Twenty-third Supplemental Indenture dated as of November
1, 1984. (File 1-3573, Annual Report on Form 10-K for
year ended December 31, 1984, Exhibit 4-B-26.)
*4.30 Twenty-fourth Supplemental Indenture dated as of September
1, 1985. (File 1-3573, Quarterly Report on Form 10-Q for
quarter ended September 30, 1985, Exhibit 4-B-27.)
*4.31 Twenty-fifth Supplemental Indenture dated as of September
15, 1986. (File 1-3573, Quarterly Report on Form 10-Q for
quarter ended September 30, 1986, Exhibit 4-B-28.)
*4.32 Twenty-sixth Supplemental Indenture dated as of February
15, 1987. (File 1-3573, Annual Report on Form 10-K for
year ended December 31, 1986, Exhibit 4-B-29.)
*4.33 Resignation and Appointment of successor Individual
Trustee. (File 33-39211, Registration Statement, Exhibit
4.30.)
*4.34 Twenty-seventh Supplemental Indenture dated as of October
1, 1991. (File 1-3573, Current Report on Form 8-K dated
October 1, 1991, Exhibit 4.31-A.)
*4.35 Twenty-eighth Supplemental Indenture dated as of May 15,
1992. (File 1-3573, Current Report on Form 8-K dated May
21, 1992, Exhibit 4.31-B.)
*4.36 Twenty-ninth Supplemental Indenture dated as of March 15,
1993. (File 1-3573, Current Report on Form 8-K dated
March 24, 1993, Exhibit 4.32-A.)
*4.37 Thirtieth Supplemental Indenture dated as of October 1,
1993. (File 1-3573, Current Report on Form 8-K dated
October 7, 1993, Exhibit 4.34.A.)
*4.38 Rights Agreement dated as of February 25, 1992. (File
1-3573, Current Report on Form 8-K dated February 26,
1992, Exhibit II.)
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Arthur Andersen LLP.
24 Powers of Attorney.
99 Iowa-Illinois Gas and Electric Company Savings Plan.
_________________________
* Incorporated by reference.