SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: April 4, 1997 Date of Earliest Event Reported: April 3, 1997
_____________ _____________
EQUITABLE OF IOWA COMPANIES
_______________________________________________________________________________
(Exact Name of Registrant as Specified in Its Charter)
Iowa
_______________________________________________________________________________
(State or Other Jurisdiction of Incorporation)
0-8590 42-1083593
______________________________ _____________________________________
(Commission File Number) (I.R.S. Employer Identification No.)
604 Locust Street, P.O. Box 1635, Des Moines, IA 50306
_______________________________________________________________________________
(Address of Principal Executive Offices) (Zip Code)
(515) 245-6911
______________________________________________________________________________
(Registrant's Telephone Number, Including Area Code)
ITEM 5. Other Events.
On April 3, 1997 Equitable of Iowa Companies (the "Company")
participated in the sale of $50 million of capital securities (the "Capital
Securities") issued by Equitable of Iowa Companies Capital Trust II (the
"Trust"), a newly created subsidiary business trust of the Company. Each
Capital Security will pay cumulative cash distributions at an annual rate of
8.424% of the stated $1,000 liquidation amount per security, payable semi-
annually commencing October 1, 1997.
The Trust exists for the sole purpose of issuing the Capital Securities
and investing the proceeds thereof in an equivalent amount of 8.424%
Subordinated Deferrable Interest Debentures (the "Subordinated Debentures")
issued by the Company. The Subordinated Debentures will mature on April 1,
2027 (the "Stated Maturity Date").
The Trust will invest the proceeds from the sale of the Capital Securities
in the Subordinated Debentures. It is anticipated that the Company will use
the proceeds from the sale of the Subordinated Debentures to the Trust for
general corporate purposes, including, but not limited to, investments in its
subsidiaries.
So long as no event of default with respect to the Subordinated Debentures
has occurred and is continuing, the Company has the right to defer payments of
interest on the Subordinated Debentures at any time and from time to time for
a period not exceeding 10 consecutive semi-annual periods with respect to each
deferral period (each, an "Extension Period"), provided that no Extension
Period may extend beyond the Stated Maturity Date. Upon the termination of any
such Extension Period and the payment of all amounts then due, the Company may
elect to begin a new Extension Period, subject to certain requirements. If and
for so long as interest payments on the Subordinated Debentures are so deferred,
distributions on the Capital Securities also will be deferred and the Company
will not be permitted, subject to certain exceptions, to declare or pay any cash
distributions with respect to the Company's capital stock (which includes
common, preferred and preference stock) or to make any payment with respect to
debt securities of the Company that rank pari passu with or junior to the
Subordinated Debentures. During an Extension Period, interest on the
Subordinated Debentures will continue to accrue (and the amount of distributions
to which holders of the trust securities are entitled will continue to
accumulate) at the rate of 8.424% per annum, compounded semi-annually.
The Company will, through certain guarantees, the Subordinated Debentures,
the Indenture, and the Amended and Restated Declaration of Trust, taken
together, fully, irrevocably and unconditionally guarantee all of the Trust's
obligations under the Capital Securities.
The Capital Securities will be subject to mandatory redemption, in whole
but not in part, (i) on the Stated Maturity Date upon repayment of the
Subordinated Debentures at a redemption price equal to the principal amount
of the Subordinated Debentures, plus accrued and unpaid interest (the "Maturity
Redemption Price") and (ii) at any time before the Stated Maturity Date
contemporaneously with the optional prepayment of the Subordinated Debentures.
The Subordinated Debentures will be prepayable prior to the Stated
Maturity Date at the option of the Company in whole but not in part, if as a
result of a change in law, the interest payable by the Company on the
Subordinated Debentures is not tax deductible for Federal income tax purposes
or the Trust is deemed to be an "investment company" for purposes of the
Investment Company Act of 1940. Under certain circumstances the prepayment
of the Subordinated Debentures is subject to the payment of a premium over par.
In addition, the Company has the right to liquidate the Trust and distribute
the Subordinated Debentures to the holders of the Capital Securities.
The Capital Securities were sold in a private placement to qualified
institutional buyers, and have not been registered under the Securities Act
of 1993, as amended (the "Act"), and may not be offered or resold in the United
States without registration under, or an applicable exemption from the
registration requirements of the Act and applicable state securities laws.
The Company and the Trust have agreed to file a registration statement
relating to an exchange offer pursuant to which another series of capital
securities of the Trust, guarantee and series of subordinated debentures of the
Company each covered by such registration statement and having the same terms
(but without certain transfer restrictions) as the Capital Securities, and the
existing guarantee and the Subordinated Debentures, respectively (the "Exchange
Securities"), would be offered in exchange for the Capital Securities, the
existing guarantee and the Subordinated Debentures, respectively (the "Exchange
Offer"). Under certain circumstances, in lieu of effecting the registration of
the Exchange Securities, the Company and the Trust will file a shelf
registration statement registering the resale of the Capital Securities, the
guarantee and the Subordinated Debentures. This filing is not an offer to
sell or the solicitation of an offer to buy. Any offering will be made only by
means of a prospectus.
Copies of certain agreements relating to the Capital Securities are
attached hereto as Exhibits and are incorporated by reference herein. The
description above does not purport to be complete and is subject to, and
qualified in its entirety by reference to, such Exhibits.
ITEM 7. Financial Statements and Exhibits.
7(c) Exhibits
1 Purchase Agreement dated March 31, 1997 relating to the
Capital Securities
4.1 Indenture dated March 31, 1997 relating to the Subordinated
Debentures of Equitable of Iowa Companies, including therein
the Form of Subordinated Deferrable Interest Debenture
4.2 Certificate of Trust
4.3 Amended and Restated Declaration of Trust of Equitable of
Iowa Companies Capital Trust II dated March 31, 1997,
including therein the Form of Capital Security
4.4 Registration Rights Agreement dated April 3, 1997
4.5 Series A Capital Securities Guarantee Agreement dated April
3, 1997
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
EQUITABLE OF IOWA COMPANIES
Date: April 4, 1997 By /s/ John A. Merriman
_____________________________
John A. Merriman,
General Counsel and Secretary
EXHIBIT INDEX
Exhibit No. Description
___________ ___________
1 Purchase Agreement dated March 31, 1997 relating to the Capital
Securities
4.1 Indenture dated March 31, 1997 relating to the Subordinated
Debentures of Equitable of Iowa Companies, including therein the
Form of Subordinated Deferrable Interest Debenture
4.2 Certificate of Trust
4.3 Amended and Restated Declaration of Trust of Equitable of Iowa
Companies Capital Trust II dated March 31, 1997, including therein
the Form of Capital Security
4.4 Registration Rights Agreement dated April 3, 1997
4.5 Series A Capital Securities Guarantee Agreement dated April 3, 1997