Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
INDIANAPOLIS POWER & LIGHT COMPANY
(Exact name of registrant as specified in its charter)
INDIANA 35-0413620
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
25 Monument Circle
P.O. Box 1595
Indianapolis, Indiana 46206-1595
(317) 261-8261
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
John R. Brehm
Senior Vice President, Finance and Information Services
Indianapolis Power & Light Company
25 Monument Circle
P.O. Box 1595
Indianapolis, Indiana 46206-1595
(317) 261-8261
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Marcus E. Woods, Esquire Vincent Pagano Jr., Esquire
Indianapolis Power & Light Company Simpson, Thacher & Bartlett
25 Monument Circle 425 Lexington Avenue
P.O. Box 1595 New York, Yew York 10017
Indianapolis, Indiana 46206-1595
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [__]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
<TABLE>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
=========================================================================================================
Type of each class of | Amount to be | Proposed maximum | Proposed maximum | Amount of
securities to be | registered | offering price per | aggregate offering | registration fee
registered | | unit <F1> | price <F1> |
- -------------------------|----------------|--------------------|--------------------|--------------------
Cumulative Preferred | 200,000 shares | $100 | $20,000,000 | $6,896.00
Stock, $100 Par Value | | | |
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<FN>
<F1> Estimated solely for the purpose of calculating the registration
fee in accordance with Rule 457(b).
</TABLE>
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration
statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
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SUBJECT TO COMPLETION, DATED MARCH 2, 1994
200,000 Shares
INDIANAPOLIS POWER & LIGHT COMPANY
Cumulative Preferred Stock, $100 Par Value
________________
Indianapolis Power & Light Company (the "Company") intends from time
to time to issue up to 200,000 shares of its Cumulative Preferred Stock,
$100 Par Value (the "New Preferred Stock") in one or more series, on terms
to be determined when the agreement to sell is made or at the time or times
of sale, as the case may be. There is no sinking fund for the purchase or
redemption of shares and no right of conversion of shares into common or
other junior stock of the Company. The designation, number of shares,
dividend rate, payment dates, redemption prices, any listing on a national
securities exchange, and any other terms of the New Preferred Stock, in
respect of which this Prospectus is being delivered, will be set forth in a
supplement to this Prospectus ("Prospectus Supplement"). See also
"Description of the New Preferred Stock" herein.
The New Preferred Stock may be sold directly by the Company or through
agents designated from time to time or through underwriters or dealers
which may include Dillon, Read & Co. Inc. or which may be a group of
underwriters represented by Dillon, Read & Co. Inc. or other firms. If any
agents of the Company or any underwriters are involved in any sale of the
New Preferred Stock in respect of which this Prospectus is being delivered,
the names of such agents or underwriters, the principal amount, if any, to
be purchased by the underwriters and the compensation, if any, of such
underwriters or agents will be set forth in the Prospectus Supplement. See
"Plan of Distribution" herein.
________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
________________
The date of this Prospectus is ___________, 1994
(red herring language appearing in left margin)
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
AVAILABLE INFORMATION
Indianapolis Power & Light Company (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports and
other information with the Securities and Exchange Commission (the "SEC").
Such material may be inspected and copied at the public reference
facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549, and at the SEC's regional offices
located at Northwestern Atrium Center, 500 West Madison Street, Chicago,
Illinois 60661; and 7 World Trade Center, 13th Floor, New York, New York
10048; and copies of such material can also be obtained at prescribed rates
from the Public Reference Section of the SEC at its principal office at 450
Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549.
The Company has filed with the SEC a registration statement on Form S-3
(herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act"). This Prospectus does not contain all of the information set forth
in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the SEC. For further
information, reference is hereby made to the Registration Statement.
________________
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY
OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE
MARKET PRICES OF THE SECURITIES OFFERED HEREBY AT A LEVEL ABOVE
THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
________________
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following document previously filed with the SEC pursuant to the
Exchange Act is incorporated by reference into this Prospectus:
The Company's Annual Report on Form 10-K for the year ended December
31, 1993, including the financial statements and supplemental
schedules.
All documents filed by the Company pursuant to Sections 13, 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the New Preferred Stock offered
hereby 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.
The Company will provide without charge to each person to whom a copy
of this Prospectus has been delivered, on the written or oral request of
such person, 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 exhibits to such documents unless specifically incorporated by
reference into such documents. Requests for such copies should be directed
to Mr. Marcus E. Woods, Vice President, Secretary and General Counsel,
Indianapolis Power & Light Company, P. O. Box 1595, Indianapolis, Indiana
46206-1595, telephone (317) 261-8355.
PROSPECTUS SUMMARY
The following summary information is qualified in its entirety by the
detailed information and financial statements appearing in this Prospectus
or in the documents incorporated herein by reference.
INDIANAPOLIS POWER & LIGHT COMPANY
THE OFFERING
Company ......................... Indianapolis Power & Light Company
Securities to be Offered ........ 200,000 shares of Cumulative
Preferred Stock
Dividend Payment Dates .......... Quarterly
THE COMPANY
Business ........................ Electric Utility
Source of Operating Revenues
(12 Months ended December
31, 1993) ..................... 93.7% electric and 6.3% steam
Service Area .................... City of Indianapolis and
surrounding area
Kilowatt-hour Generation
by Fuel Type (12 Months
ended December 31, 1993) ...... 99.7% coal, .2% middle distilled
fuel and .1% secondary steam
<TABLE>
SELECTED HISTORICAL
FINANCIAL INFORMATION
The selected financial information of the Company set forth below has
been derived from and should be read in conjunction with the audited financial
statements and other financial information contained or incorporated by
reference in the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993, which is incorporated by reference herein.
<CAPTION>
Years Ended December 31
(in thousands, except ratios)
==========================================================
1989 1990 1991 1992 1993
<S> <C> <C> <C> <C> <C>
Operating Revenues $599,626 $621,578 $647,873 $633,203 $664,303
Net Income 94,471 97,085 103,866 93,058 102,766
Ratio of Earnings to Combined Fixed
Charges and Preferred Stock Dividends <F1> 3.26 3.47 3.86 3.86 4.16
<CAPTION>
Actual % of Capitalization
---------- -------------------
<S> <C> <C>
Capitalization (as of December 31, 1993):
Long-Term Debt <F2> $532,260 41.3%
Cumulative Preferred Stock 51,898 4.0%
Common Shareholder's Equity 705,149 54.7%
---------- ------
Total Capitalization $1,289,307 100.0%
========== ======
_________________________
<FN>
<F1> Ratio of pre-tax income plus fixed charges to total of fixed charges and
preferred stock dividends
<F2> Long-term debt is reduced by current maturities and sinking fund
requirements
</TABLE>
THE COMPANY
Indianapolis Power & Light Company (the "Company") is an operating
public utility incorporated under the laws of the State of Indiana on
October 27, 1926. Effective January 1, 1984, a holding company structure
was established under which the Company became a subsidiary of IPALCO
Enterprises, Inc. The Company is engaged primarily in generating,
transmitting, distributing and selling electric energy in the City of
Indianapolis and neighboring cities, towns and communities, and adjacent
rural areas, all within the State of Indiana, the most distant point being
about forty miles from Indianapolis. It also produces, distributes and
sells steam within a limited area in such city. Operating revenues of the
Company for the twelve months ended December 31, 1993 totaled $664,303,000,
approximately 93.7% of which were derived from the electric operations and
6.3% from the steam operations. For the twelve months ended December 31,
1993 approximately 99.7% of the total kilowatt-hours sold by the Company
were generated from coal and .2% were generated from middle distillate fuel
oil and .1% were generated from secondary steam purchased from the
Indianapolis Resource Recovery Project. The principal executive offices of
the Company and its parent corporation are located at 25 Monument Circle,
Indianapolis, Indiana 46204, and its telephone number is (317) 261-8261.
USE OF PROCEEDS
The Company expects to use the net proceeds from the sale of the New
Preferred Stock offered hereby to redeem shares of the Company's
outstanding Cumulative Preferred Stock. Any proceeds remaining after the
redemption of such stock will be added to the general funds of the Company
to finance future construction costs. Specific application of the proceeds
will be set forth in a Prospectus Supplement.
DESCRIPTION OF THE NEW PREFERRED STOCK
The following is a brief summary of certain provisions of the
Cumulative Preferred Stock contained in the Amended Articles of
Incorporation, as amended, of the Company (the "Amended Articles") and in
the resolutions of the Board of Directors establishing each series, and in
the Mortgage and Deed of Trust, as supplemented and modified, referred to
below, all filed as exhibits with the Registration Statement. This summary
is qualified by such reference.
The Cumulative Preferred Stock is issuable from time to time in one or
more series of equal rank, with such serial designations, dividend rates,
redemption prices, voluntary liquidation preference prices, sinking fund
provisions, conversion rights, and maximum number of shares as the Board of
Directors may determine.
Dividend Rights
The Cumulative Preferred Stock of each series is entitled, in
preference to the Common Stock, to receive cumulative cash dividends at,
but not exceeding, the dividend rate fixed for each such series, payable
quarter-yearly when and as declared by the Board of Directors, out of the
surplus earnings or net profits or surplus paid in, in cash, on the first
days of January, April, July and October in each year [Article 6,
Subdivision A, Section 4(a)]. Dividends on the New Preferred Stock will be
fixed by the Company, will be payable at the rate set forth in the
Prospectus Supplement and will accrue from the date of original issue.
Dividend Restrictions
So long as any of the several series of bonds of the Company issued
under the Mortgage and Deed of Trust, as supplemented and modified,
executed by the Company to American National Bank and Trust Company of
Chicago, as Trustee, dated May 1, 1940, remain outstanding, the Company is
restricted in the declaration and payment of dividends, or other
distribution on shares of its capital stock or the purchase or redemption
of such shares, to the aggregate of its net income, as defined in Section
47 of the Mortgage, available for dividends after December 31, 1939. Such
restrictions do not apply to the declaration or payment of dividends upon
any shares of capital stock of any class to an amount in the aggregate not
in excess of $1,107,155, or to the application to the purchase or
redemption of any shares of capital stock of any class of amounts not to
exceed in the aggregate the net proceeds received by the Company from the
sale of any shares of its capital stock of any class subsequent to December
31, 1939. The amount which these provisions would have permitted the
Company to declare and pay as dividends at February 28, 1994 exceeded
retained earnings at that date.
Voting Rights
The Company has two classes of capital stock outstanding, Cumulative
Preferred Stock and Common Stock. The holders of the Cumulative Preferred
Stock are entitled to two votes and the holders of the Common Stock are
entitled to one vote for each share held by them for the election of
directors and on all other matters, except as otherwise provided by the
Amended Articles, as in effect, or hereafter amended, and except that
certain corporate actions enumerated in the Amended Articles may not be
taken without the affirmative vote of the holders of certain specified
percentages of the Cumulative Preferred Stock voting separately as a class.
[Article 6, Subdivision A, Section 4(d), (e), (f) and (g) and Article 7,
Sections 1 and 2]
If and when dividends payable on the outstanding Cumulative Preferred
Stock shall be in default in an amount equivalent to four full quarter-
yearly dividends, the holders of all shares thereof, voting separately as a
class, will be entitled to elect at annual meetings of stockholders for the
election of directors, until such default shall have been remedied, the
smallest number of directors necessary to constitute a majority of the full
board, and the holders of Common Stock, voting separately as a class, shall
be entitled to elect the remaining directors. (Article 7, Section 2)
Liquidation Rights
Upon any voluntary liquidation, dissolution or winding-up of the
Company the Cumulative Preferred Stock of each series shall be entitled,
before any distribution shall be made to the holders of the Common Stock,
to be paid only the full preferential amount fixed by the Board of
Directors for such series, and, in the event of involuntary liquidation,
dissolution or winding-up of the Company, the Cumulative Preferred Stock of
each series shall be entitled to be paid only the sum of $100 per share, in
each case, plus dividends accrued and unpaid thereon. If upon any such
liquidation, dissolution or winding-up of the Company, the assets
distributable among the holders of the Cumulative Preferred Stock shall be
insufficient to permit the payment in full to such holders of the
preferential amounts aforesaid, then the entire assets of the Company shall
be distributed among the holders of the Cumulative Preferred Stock then
outstanding, ratably in proportion to the full preferential amounts to
which they are respectively entitled [Article 6, Subdivision A, Section
4(b)]. The voluntary liquidation preference of the New Preferred Stock
shall be the redemption price per share in effect at the time of such
liquidation as fixed by the Board of Directors.
Sinking Fund, Preemptive and Conversation Rights
No series of the Cumulative Preferred Stock has sinking fund provisions
or preemptive rights. The New Preferred Stock does not have provisions for
a sinking fund or preemptive rights. The New Preferred Stock will have no
conversation rights.
Redemption Provisions
The Company, by action of its Board of Directors, may redeem the whole
or any part of the Cumulative Preferred Stock at any time or from time to
time (if in part, by lot or in such other manner as the Board of Directors
may determine), at a price for each series thereof equal to the par value
thereof, plus a premium of such additional amount per share, if any, as
shall have been fixed to be payable in case of redemption in respect of
such series, together with the amount of all dividends accrued or in
arrears thereon to the date fixed for redemption upon not less than 30 days
nor more than 90 days notice by mail [Article 6, Subdivision A, Section
4(c)]. The right of the Company to redeem the Cumulative Preferred Stock
will be subject to the restrictions set forth under the caption "Dividend
Restrictions" above. The New Preferred Stock will be subject to redemption
at the prices set forth in a Prospectus Supplement, and may not be redeemed
prior to the date specified in a Prospectus Supplement.
Liability to Assessment
The shares of the Cumulative Preferred Stock now issued and outstanding
are, and the New Preferred Stock when issued will be, fully paid and non-
assessable and will not be liable to further calls or assessments.
Transfer Agent and Registrar
The Transfer Agent and Registrar for the New Preferred Stock will be
the Company through its Shareholders Services Division and Treasury
Organization, respectively.
PLAN OF DISTRIBUTION
The Company may sell the New Preferred Stock in any of three ways: (i)
through underwriters or dealers; (ii) directly to a limited number of
purchasers or to a single purchaser; or (iii) through agents. However, it
is expected that the New Preferred Stock will be sold to Dillon, Read &
Co., Inc., or to an underwriting syndicate represented by such firm, for
public offering. The Prospectus Supplement with respect to the New
Preferred Stock will set forth the terms of the offering, including the
name or names of any underwriters, the initial public offering price and
the proceeds to the Company from such sale, any underwriting discounts and
other items constituting underwriters' compensation, and any discounts or
concessions allowed or reallowed or paid to dealers. Any initial public
offering price and any discounts or concessions allowed or reallowed or
paid to dealers may be changed from time to time.
If underwriters are used in the sale, the New Preferred Stock will be
acquired by the underwriters for their own account and may be resold from
time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices
determined at the time of sale. The New Preferred Stock may be offered to
the public either through underwriting syndicates represented by one or
more managing underwriters or directly by one or more underwriters. The
underwriter or underwriters with respect to a particular underwritten
offering of New Preferred Stock will be named in the Prospectus Supplement
relating to such offering and, if an underwriting syndicate is used, the
managing underwriter or underwriters will be set forth on the cover page of
such Prospectus Supplement. Unless otherwise set forth in the Prospectus
Supplement, the obligations of the underwriters to purchase the New
Preferred Stock will be subject to certain conditions precedent, the
underwriters will be obligated to purchase all the New Preferred Stock if
any are purchased and the Company will have agreed to indemnify the
underwriters against certain civil liabilities including liabilities under
the Act.
If the New Preferred Stock are sold directly by the Company or through
agents designated by the Company from time to time, any agent involved in
the offer or sale of the New Preferred Stock in respect of which this
Prospectus is delivered will be named, and any commissions payable by the
Company to such agent will be set forth, in the Prospectus Supplement
relating thereto. Unless otherwise indicated in the Prospectus Supplement,
any such agent will be acting on a best efforts basis for the period of its
appointment.
EXPERTS
The financial statements and the related financial statement schedules
incorporated in this Prospectus by reference have been audited by Deloitte
& Touche, independent auditors, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance
upon the report of such firm given upon their authority as experts in
accounting and auditing.
The statements as to matters of law and legal conclusions under the
caption "Description of the New Preferred Stock" have been reviewed by
Marcus E. Woods, Vice President, Secretary and General Counsel of the
Company, and are made on his authority.
LEGAL OPINIONS
The legality of the New Preferred Stock will be passed upon for the
Company by Marcus E. Woods, Vice President, Secretary and General Counsel
of the Company, and for the Underwriters by Simpson Thacher & Bartlett (a
partnership which includes professional corporations), 425 Lexington
Avenue, New York, N.Y. 10017.
=======================================
No person has been authorized to give
any information or to make any
representations, other than those
contained in this Prospectus, in
connection with the offer contained
herein, and if given or made, such
information or representations must
not be relied upon as having been
authorized by the Company or any
Underwriter. This Prospectus does
not constitute an offer to sell or a
solicitation of an offer to buy any
of the securities offered hereby in
any jurisdiction where, or to or from
any person to whom, it is unlawful to
make or solicit such offer. Neither
the delivery of this Prospectus nor
any sale made hereunder shall under
any circumstances create any
implication that there has not been
any change in the facts contained in
or incorporated by reference in this
Prospectus or in the affairs of the
Company since the date hereof.
_______________________
TABLE OF CONTENTS
Page
Available Information 2
Incorporation of Certain
Documents by Reference 2
Prospectus Summary 3
Selected Historical
Financial Information 3
The Company 4
Use of Proceeds 4
Description of the
New Preferred Stock 4
Plan of Distribution 6
Experts 7
Legal Opinions 7
=======================================
=======================================
Indianapolis
Power & Light
Company
200,000 Shares
Cumulative Preferred Stock
$100 Par Value
____________________
PROSPECTUS
March , 1994
____________________
=======================================
PART II
Information Not Required in Prospectus
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses to be incurred in
connection with the issuance and distribution of the securities being
registered. All amounts shown are estimates, except the registration fee.
Securities and Exchange Commission
Registration Fee. . . . . . . . . . . . . . . . . . . . . $ 6,896
Fees and Expenses of Accountants . . . . . . . . . . . . . . 25,000
Fees and Expenses of Counsel . . . . . . . . . . . . . . . . 25,000
Blue Sky and Legal Investment
Fees and Expenses . . . . . . . . . . . . . . . . . . . . 15,000
Printing Expenses. . . . . . . . . . . . . . . . . . . . . . 75,000
Printing and Engraving of Securities . . . . . . . . . . . . 15,000
Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . 15,000
--------
Total. . . . . . . . . . . . . . . . . . . . . . $176,896
========
Item 15. Indemnification of Directors and Officers.
The following discussion of the indemnification provisions of the
Indiana Business Corporation Law (Indiana Code 23-1-37) (the "Law"), which
applies to the Company, is a summary, is not meant to be complete, and is
qualified in its entirety by reference to the Law.
The Law provides indemnity for present and past directors, officers,
employees and agents of the Company and of other entities including
partnerships, trusts and employee benefit plans who serve in such
capacities at the request of the Company, against obligations to pay
judgments, settlements, penalties, fines and reasonable expenses including
attorneys' fees, as the result of threatened, pending or completed actions,
suits or proceedings, whether criminal, civil, administrative or
investigations to which they are parties, if it is determined by a majority
of uninvolved directors, a committee of the board of directors or special
counsel selected by the board of directors that they acted in good faith
and they reasonably believed their conduct in their official capacity was
in the Company's best interests or if such conduct was not in their
official capacity, that the same was not opposed to the Company's best
interests, and that in criminal proceedings they had reasonable cause to
believe their conduct was lawful or that it was not unlawful. The law
provides for mandatory indemnification for directors and officers against
reasonable expenses incurred if they were wholly successful in the defense
of such proceeding. Also termination of a proceeding by judgment,
settlement or like disposition is not determinative that the director,
officer, employee or agent did not meet the standard of conduct set forth
in the Law. The indemnity provided by the Law may be enforced in court and
provision is made for advancement of expenses. The Law also permits the
Company to insure its liability on behalf of the directors, officers,
employees and agents so indemnified and the Law does not exclude any other
rights in indemnification and advancement of expenses provided in the
Company's Amended Articles of Incorporation, By-Laws or resolutions of its
board of directors or its shareholders.
Article 12, Section 9 of the Amended Articles of Incorporation of the
Company provides as follows:
"The Company may indemnify any director or officer, or former
director or officer, of the Company, or any person who may serve at
its request as a director or officer of another corporation in which
it owns shares or of which it is a creditor, against expenses actually
and reasonably incurred by him in connection with the defense of any
action, suit or proceeding, civil or criminal, in which he is made a
party by reason of being or having been such director or officer, or
against judgments, fines, penalties, court costs and attorney's fees,
or reasonable amounts paid by him in settlement in connection with any
such action, suit or proceeding, if he has acted in good faith and in
a manner he reasonably believed to be in, or not opposed to, the best
interests of the Company, or, in respect to any criminal action or
proceeding, if he had no reasonable cause to believe his conduct was
unlawful; provided that no such director or officer shall be so
indemnified in relation to matters as to which he shall be adjudged in
any such action, suit or proceeding to be liable for negligence or
misconduct in the performance of duty.
"The termination of any action, suit or proceeding by settlement,
or upon a plea of nolo contendere, or its equivalent, shall not, of
itself, create a presumption that the director or officer involved
therein did not act in good faith and in a manner which he reasonably
believed to be in, or not opposed to, the best interests of the
Company, or, in respect to any criminal action or proceeding, that he
had reasonable cause to believe his conduct was unlawful.
"Any indemnification shall be made by the Company only as
authorized in a specific case upon the determination that
indemnification of the director or officer is proper in the
circumstances because he has met the applicable standard of conduct
set forth in this section. Such determination shall be made by the
Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or
if such a quorum is not obtainable, or if a quorum of disinterested
directors so directs, by independent legal counsel in a written
opinion.
"Any such indemnification of a director or officer shall not be
deemed exclusive of any other rights to which he may be entitled as a
matter of law or under any other provision of these Amended Articles,
or any resolution, or other authorization heretofore or hereafter
adopted, after notice, by a majority vote of all the voting shares of
the Company then issued and outstanding."
The Company has insured its liability where indemnification of its
directors and officers is proper under the above provision of the Amended
Articles of Incorporation up to an aggregate of $85,000,000. This policy
also provides coverage for directors and officers in cases where the
Company does not provide indemnification.
Item 16. List of Exhibits.
The exhibits required by this item are listed on pages E-1 and E-2.
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes (1) to file, during
any period in which offers or sales are being made, a post-effective
amendment to this registration statement (i) to include any prospectus
required by section 10(a)(3) of the Securities Act of 1933; (ii) to reflect
in the prospectus any facts or events arising after the effective date of
the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement; (iii) to
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration statement; provided,
however, that the clauses (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
clauses is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement; (2) that, for
the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof; and (3) to remove from registration by means of a post-
effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions described
under Item 15 above, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Indianapolis, State of Indiana,
on March 1, 1994.
INDIANAPOLIS POWER & LIGHT COMPANY
By /s/ John R. Hodowal
---------------------------------------
John R. Hodowal, Chairman of the Board
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 and on the dates indicated.
Signature Title Date
(1) Principal Executive Officer:
/s/ John R. Hodowal
------------------------- Chairman of the Board March 1, 1994
John R. Hodowal and Chief Executive
Officer
(2) Principal Financial Officer:
/s/ John R. Brehm
------------------------- Senior Vice President - March 1, 1994
John R. Brehm Finance and Information
Services
(3) Principal Accounting Officer:
/s/ Stephen J. Plunkett
------------------------- Controller March 1, 1994
Stephen J. Plunkett
(4) A majority of the Board of Directors:
*Joseph D. Barnette, Jr. Director
*Mitchell E. Daniels, Jr. Director
*Rexford C. Early Director
*Otto N. Frenzel III Director
*Max L. Gibson Director
*Edwin J. Goss Director
*Earl B. Herr, Jr. Director
*John R. Hodowal Director
*Ramon L. Humke Director March 1, 1994
*Sam H. Jones Director
*Andre B. Lacy Director
*Thomas M. Miller Director
*Sallie W. Rowland Director
*Thomas H. Sams Director
*Zane G. Todd Director
*By: /s/ Marcus E. Woods
-----------------------------------
Marcus E. Woods, Attorney-in-Fact
EXHIBIT INDEX
Exhibit 1 Copy of Underwriting Agreement Basic Provisions. A Terms
Agreement with respect to each particular offering of New
Preferred Stock registered hereunder will be filed as an
exhibit to a Current Report on Form 8-K and incorporated
therein by reference
Exhibit 3(a)* Copy of Amended Articles of Incorporation, as amended.
[Form 10-Q for quarter ended March 31, 1991]
Exhibit 3(b) Articles of Amendment designating series and stating the
preferences, limitations and relative rights of the New
Preferred Stock will be filed as an exhibit to a Current
Report on Form 8-K and incorporated therein by reference
Exhibit 4(a)* Copy of Mortgage and Deed of Trust, dated as of May 1, 1940,
between the Company and American National Bank and Trust
Company of Chicago, Trustee, as Supplemented and modified by
38 Supplemental Indentures
Exhibits D in File No. 2-4396; B-1 in File No. 2-6210; 7-C
in File No. 2-7944; 7-D in File No. 2-72944; 7-E in File No.
2-8106; 7-F in File No. 2-8749; 7-G in File No. 2-8749; 4-Q
in File No. 2-10052; 2-I in File No. 2-12488; 2-J in File
No. 2-13903; 2-K in File No. 2-22553; 2-L in File No. 2-24581;
2-M in File No. 2-26156; 4-D in File No. 2-6884; 2-D
in File No. 2-38332; Exhibit A to Form 8-K for October 1970;
Exhibit 2-F in File No. 2-47162; 2-F in File No. 2-50260;
2-G in File No. 2-50260; 2-F in File No. 2-53541; 2-E
in File No. 2-55154; 2-E in File No. 2-60819; 2-F in File
No. 2-60819; 2-G in File No. 2-60819; Exhibit A to Form 10-Q
for the quarter ended 9-30-78 in File No. 1-3132; 13-4 in
File No. 2-73213; Exhibit 4 in File No. 2-93092. Copy of
Twenty-Eighth and Twenty-Ninth Supplemental Indentures dated
as of November 1, 1983 and December 1, 1984, respectively.
(Form 10-K for the year ended 12-31-84.) Copy of Thirtieth
Supplemental Indenture dated as of September 1, 1985. (Form
10-K for the year ended 12-31-85.) Copy of Thirty-First
Supplemental Indenture dated as of October 1, 1986. (Form
10-K for the year ended 12-31-86). Copy of Thirty-Second
Supplemental Indenture dated as of June 1, 1989. (Form 10-Q
for the quarter ended 6-30-89). Copy of Thirty-Third
Supplemental Indenture dated as of August 1, 1989. (Form 10-K
for the year ended 12-31-89). Copy of Thirty-Fourth
Supplemental Indenture dated as of October 15, 1991. (Form
10-K for the year ended 12/31/91). Copy of Thirty-Fifth
Supplemental Indenture dated as of August 1, 1992. (Form 10-K
for the year ended 12/31/92). Copy of Thirty-Sixth,
Thirty-Seventh and Thirty-Eighth Supplemental Indentures
dated as of April 1, 1993, October 1, 1993 and October 1,
1993, respectively. (Form 10-Q for quarter ended 9-30-93).
Copy of Thirty-Ninth and Fortieth Supplemental Indentures.
(Form 8-K dated January 25, 1994)
Exhibit 4(b) Form of New Preferred Stock Certificate
Exhibit 5 Opinion of Marcus E. Woods, Vice President, Secretary and
General Counsel of the Company, with respect to the legality
of the securities registered hereunder
Exhibit 12 Statements re: computation of ratios
Exhibit 23(a) Consent of Deloitte & Touche
Exhibit 23(b) Consent of Marcus E. Woods, Vice President, Secretary and
General Counsel of the Company (contained in opinion of
counsel filed as Exhibit 5)
Exhibit 24 Powers of Attorney executed by directors on whose behalf
this Registration Statement was signed
___________________
* Incorporated by Reference
EXHIBIT 1
Indianapolis Power & Light Company
Cumulative Preferred Stock
$100 Par Value
UNDERWRITING AGREEMENT BASIC PROVISIONS
The basic provisions set forth herein are intended to
be incorporated by reference in a terms agreement (a "Terms
Agreement") of the type referred to in Paragraph 2 hereof
executed by Indianapolis Power & Light Company (the "Company")
and the underwriters named therein (the "Underwriters"). With
respect to any particular Terms Agreement, the Terms Agreement,
together with the provisions hereof incorporated therein by
reference, is herein referred to as this "Agreement". Terms
defined in the Terms Agreement are used herein as therein
defined.
The Company may issue and sell from time to time series
of its Cumulative Preferred Stock, $100 par value, registered
under the registration statement referred to in Paragraph l(a)
hereof (the "New Preferred Stock"). The New Preferred Stock may
have varying designations, preferences, rights, powers,
restrictions, dividend rates and payment dates, redemption
provisions and selling prices, with all such terms for any
particular series of New Preferred Stock (together with any other
terms relating to such series) to be determined and set forth in
the Terms Agreement relating to the series.
1. The Company represents, warrants and agrees that:
(a) A registration statement on Form S-3 with respect
to the New Preferred Stock has been prepared by the Company
in conformity with the requirements of the Securities Act of
1933, as amended (the "Act"), and the rules and regulations
(the "Rules and Regulations") of the Securities and Exchange
Commission (the "Commission") thereunder and has become
effective. As used in this Agreement, (i) "Preliminary
Prospectus" means each prospectus (including all documents
incorporated therein by reference) included in that
registration statement, or amendments or supplements
thereof, before it became effective under the Act, including
any prospectus filed with the Commission pursuant to Rule
424(a) of the Rules and Regulations; (ii) "Registration
Statement" means that registration statement, as amended or
supplemented at the date of the Terms Agreement; (iii)
"Basic Prospectus" means the prospectus (including all
documents incorporated therein by reference) included in the
Registration Statement; and (iv) "Prospectus" means the
Basic Prospectus, together with each prospectus amendment or
supplement (including in each case all documents
incorporated therein by reference) specifically relating to
the New Preferred Stock, as filed with, or mailed for filing
to, the Commission pursuant to paragraph (b) or (c) of Rule
424 of the Rules and Regulations. The Commission has not
issued any order preventing or suspending the use of any
Prospectus.
(b) The Registration Statement and each Prospectus
contains, and (in the case of any amendment or supplement to
any such document, or any material incorporated by reference
in any such document, filed with the Commission after the
date as of which this representation is being made) will
contain at all times during the period specified in
Paragraph 6(c) hereof, all statements which are required by
the Act, the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and the rules and regulations of the
Commission under such Acts; and the Registration Statement
and each Prospectus does not, and (in the case of any
amendment or supplement to any such document, or any
material incorporated by reference in any such document,
filed with the Commission after the date as of which this
representation is being made) will not at any time during
the period specified in Paragraph 6(c) hereof, contain any
untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to
make the statements therein not misleading; provided that
the Company makes no representation or warranty as to
information contained in or omitted from the Registration
Statement or any Prospectus in reliance upon and in
conformity with written information furnished to the Company
through the Underwriters by or on behalf of any Underwriter
specifically for inclusion therein.
(c) The Company is not in violation of its corporate
charter or by-laws or in default under any agreement,
mortgage or instrument, the effect of which violation or
default would be material to the Company, the execution,
delivery and performance of this Agreement and compliance by
the Company with the provisions of the New Preferred Stock
will not conflict with, result in the creation or imposition
of any lien, charge or encumbrance upon any of the assets of
the Company pursuant to the terms of, or constitute a
default under, any agreement, mortgage or instrument, or
result in a violation of the corporate charter or by-laws of
the Company or any order, rule or regulation of any court or
governmental agency having jurisdiction over the Company, or
its respective properties, and except as required by the
Act, the Exchange Act, The Public Service Commission Act of
Indiana and applicable state securities laws, no consent,
authorization or order of, or filing or registration with,
any court or governmental agency is required for the
execution, delivery and performance of this Agreement.
(d) Except as described in or contemplated by the
Registration Statement and each Prospectus, there has not
been any material adverse change in, or any adverse
development which materially affects, the business,
properties, financial condition, results of operations or
prospects of the Company from the dates as of which
information is given in the Registration Statement and each
Prospectus.
(e) Deloitte & Touche, whose report appears in the
Company's most recent Annual Report on Form 10-K which is
incorporated by reference in each Prospectus, are
independent certified public accountants as required by the
Act and the Rules and Regulations.
(f) On the Delivery Date (as defined in Paragraph 5
hereof), (i) the New Preferred Stock will have been validly
authorized and, upon payment therefor as provided in this
Agreement, will be validly issued and outstanding, will be
fully paid and nonassessable and have the rights set forth
in the Amended Articles of Incorporation, as amended, of the
Company and (ii) the New Preferred Stock will conform to the
description thereof contained in the Prospectus.
(g) The Company is duly incorporated and validly
existing under the laws of the State of Indiana, is not
required to qualify to do business as a foreign corporation
in any other jurisdiction, and has power and authority
necessary to own or hold its respective properties and to
conduct the businesses in which it is engaged.
(h) Except as described in each Prospectus, there is
no material litigation or governmental proceeding pending
or, to the knowledge of the Company, threatened against the
Company which might result in any material adverse change in
the financial condition, results of operations, business or
prospects of the Company or which is required to be
disclosed in the Registration Statement.
(i) The financial statements filed as part of the
Registration Statement or included in any Preliminary
Prospectus or Prospectus Supplement (or in the case of any
amendment or supplement to any such document, or any
material incorporated by reference in any such document,
filed with the Commission after the date as of which this
representation is being made), will present fairly, the
financial condition and results of operations of the
entities purported to be shown thereby, at the dates and for
the periods indicated, and have been, and (in the case of
any amendment or supplement to any such document, or any
material incorporated by reference in any such document,
filed with the Commission after the date as of which this
representation is being made) will be prepared in conformity
with generally accepted accounting principles applied on a
consistent basis throughout the periods involved.
(j) The documents incorporated by reference into any
Preliminary Prospectus or Prospectus have been and (in the case of
any amendment or supplement to any such document, or any
material incorporated by reference in any such document,
filed with the Commission after the date as of which this
representation is being made) will be at all times during
the period specified in Paragraph 6(c) hereof, prepared by
the Company in conformity with the applicable requirements
of the Act and the Rules and Regulations and the Exchange
Act and the rules and regulations of the Commission
thereunder and such documents have been or (in the case of
any amendment or supplement to any such document, or any
material incorporated by reference in any such document,
filed with the Commission after the date as of which this
representation is being made) will be at all times during
the period specified in Paragraph 6(c) hereof, timely filed
as required thereby.
(k) There are no contracts or other documents which
are required to be filed as exhibits to the Registration
Statement by the Act or by the Rules and Regulations, or
which were required to be filed as exhibits to any document
incorporated by reference in any Prospectus by the Exchange
Act or the rules and regulations of the Commission
thereunder, which have not been filed as exhibits to the
Registration Statement or to such document incorporated
therein by reference as permitted by the Rules and
Regulations or the rules and regulations of the Commission
under the Exchange Act as required.
(l) The Indiana Utility Regulatory Commission has
issued an appropriate order with respect to the issue and
sale of the New Preferred Stock; such order is sufficient
for the issue and sale of the New Preferred Stock; the terms
of this Agreement with respect to the issue and sale of the
New Preferred Stock are in conformity with the terms of such
order; and no other approval or consent of any governmental
body (other than in connection or in compliance with the
provisions of the securities or "blue sky" laws of any
jurisdiction) is legally required for the issue and sale of
the New Preferred Stock by the Company or the carrying out
of the provisions of this Agreement.
2. The obligation of the Underwriters to purchase, and
the Company to sell, the New Preferred Stock is evidenced by a
Terms Agreement delivered at the time the Company determines to
sell the New Preferred Stock. The Terms Agreement specifies the
firm or firms which will be Underwriters, the number of shares of
the New Preferred Stock to be purchased by each Underwriter, the
purchase price to be paid by the Underwriters for the New
Preferred Stock, the public offering price, if any, of the New
Preferred Stock and any terms of the New Preferred Stock not
already specified herein (including, but not limited to,
designations, dividend rates, payment dates and redemption
provisions). The Terms Agreement specifies any details of the
terms of the offering which should be reflected in a
post-effective amendment to the Registration Statement or the
supplement to the Prospectus relating to the offering of the New
Preferred Stock.
3. The Company shall not be obligated to deliver any
New Preferred Stock except upon payment for all New Preferred
Stock to be purchased pursuant to this Agreement as hereinafter
provided.
4. If any one or more of the Underwriters defaults in
the performance of its obligations under this Agreement, the
remaining non-defaulting Underwriter or Underwriters or such
other underwriters satisfactory to the non-defaulting
Underwriters and the Company who so agree, shall have the right,
but shall not be obligated to, purchase in such proportion as may
be agreed upon among them, the shares of New Preferred Stock
which the defaulting Underwriter or Underwriters failed to
purchase. If the non-defaulting Underwriter or Underwriters or
other underwriters satisfactory to the non-defaulting
Underwriters and the Company do not elect to purchase the New
Preferred Stock which the defaulting Underwriter or Underwriters
agreed but failed to purchase, this Agreement shall terminate
without liability on the part of any non-defaulting Underwriter
or the Company, except that the Company will continue to be
liable for the payment of expenses as set forth in Paragraphs
6(j) and 10 hereof.
Nothing contained in this Paragraph 4 shall relieve a
defaulting Underwriter of any liability it may have to the
Company for damages caused by its default. If other underwriters
are obligated or agree to purchase the New Preferred Stock of the
defaulting or withdrawing Underwriter, either the non-defaulting
Underwriters or the Company may postpone the Delivery Date for up
to seven full business days in order to effect any changes that
in the opinion of counsel for the Company or counsel for the
Underwriters may be necessary in the Registration Statement, any
Prospectus or in any other document or arrangement.
5. Delivery of any payment for the New Preferred Stock
shall be made at the office of Dillon, Read & Co. Inc., upon or
before the seventh business day following the Date of the Terms
Agreement, or at such other location, time and date as shall be
agreed upon. This date and time are sometimes referred to as the
"Delivery Date." On the Delivery Date the Company shall deliver
the New Preferred Stock to the Underwriters for the account of
each Underwriter against payment to or upon the order of the
Company of the purchase price by certified or official bank check
or checks payable in New York Clearing House funds or in
immediately available funds, as shall be provided in the Terms
Agreement. Time shall be of the essence, and delivery at the
time and place specified pursuant to this Agreement is a further
condition of the obligation of each Underwriter hereunder. Upon
delivery, the New Preferred Stock shall be in definitive fully
registered form and in such denominations and registered in such
names, as the Underwriters shall request in writing not less than
three full business days prior to the Delivery Date. For the
purpose of expediting the checking and packaging of the shares of
New Preferred Stock the Company shall make the New Preferred
Stock available for inspection by the Representatives in New
York, New York not later than 2:00 P.M., New York City Time, on
the business day prior to the Delivery Date.
6. The Company agrees:
(a) To furnish promptly to the Underwriters and to
counsel for the Underwriters a conformed copy of the
Registration Statement as filed pursuant to Rule 901(d) of
Regulation S-T and each amendment or supplement thereto
filed prior to the date of the Terms Agreement or relating
to or covering the New Preferred Stock, and a copy of each
Prospectus filed with the Commission, including all
documents incorporated therein by reference and all consents
and exhibits filed therewith;
(b) To deliver promptly to the Underwriters such
number of the following documents as the Underwriters may
request: (i) conformed copies of the Registration Statement
(excluding exhibits other than this Agreement), (ii) the
computation of the ratio of earnings to fixed charges and
preferred stock dividends, (iii) each Prospectus, and (iv)
any documents incorporated by reference in any Prospectus.
(c) To file with the Commission, during such period
following the date of the Terms Agreement as, in the opinion
of counsel for the Underwriters, any Prospectus is required
by law to be delivered, any amendment or supplement to the
Registration Statement or any Prospectus that may, in the
judgment of the Company or the Underwriters, be required by
the Act or requested by the Commission and approved by the
Underwriters;
(d) Prior to filing with the Commission during the
period referred to in (c) above (i) any amendment or
supplement to the Registration Statement, (ii) any
Prospectus or any amendment or supplement thereto or (iii)
any document incorporated by reference in any of the
foregoing or any amendment or supplement to any such
incorporated document, to furnish a copy thereof to the
Underwriters and to counsel for the Underwriters and obtain
the consent of the Underwriters to the filing;
(e) To advise the Underwriters promptly (i) when any
post-effective amendment to the Registration Statement
relating to or covering the New Preferred Stock becomes
effective, (ii) of any request or proposed request by the
Commission for an amendment or supplement to the
Registration Statement (insofar as the amendment or
supplement relates to or covers the New Preferred Stock), to
any Prospectus, to any document incorporated by reference in
any of the foregoing or for any additional information,
(iii) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement
or any order directed to any Prospectus or any document
incorporated therein by reference or the initiation or
threat of any stop order proceeding or of any challenge to
the accuracy or adequacy of any document incorporated by
reference in any Prospectus, (iv) of receipt by the Company
of any notification with respect to the suspension of the
qualification of the New Preferred Stock for sale in any
jurisdiction or the initiation or threat of any proceeding
for that purpose and (v) of the happening of any event which
makes untrue any statement of a material fact made in the
Registration Statement (insofar as the Registration
Statement relates to or covers the New Preferred Stock) or
any Prospectus or which requires the making of a change in
the Registration Statement or any Prospectus in order to
make any material statement therein not misleading;
(f) If, during the period referred to in (c) above,
the Commission shall issue a stop order suspending the
effectiveness of the Registration Statement, to make every
reasonable effort to obtain the lifting of that order at the
earliest possible time;
(g) To make generally available to its security
holders and to deliver to the Underwriters an earnings
statement, conforming with the requirements of Section 11(a)
of the Act, covering a period of at least twelve months
beginning after the effective date of the Registration
Statement;
(h) So long as any of the New Preferred Stock are
outstanding, to furnish to the Underwriters copies of all
public reports and all reports and financial statements
furnished by the Company to the New York Stock Exchange
pursuant to requirements of or agreements with such exchange
or to the Commission pursuant to the Exchange Act or any
rule or regulation of the Commission thereunder (except for
Form TA-1 filed pursuant to Rule 17Ac2-1 under the Exchange
Act and Form TA-2 filed pursuant to Section 17A of the
Exchange Act);
(i) To endeavor to qualify the New Preferred Stock for
offer and sale under the securities laws of such
jurisdictions as the Underwriters may reasonably request;
(j) To pay the costs incident to the authorization,
issuance, sale and delivery of the New Preferred Stock and
any taxes payable in that connection; the costs incident to
the preparation, printing and filing under the Act of the
Registration Statement and any amendments, supplements and
exhibits thereto; the costs incident to the preparation,
printing and filing of any document and any amendments and
exhibits thereto required to be filed by the Company under
the Exchange Act; the costs of distributing the Registration
Statement as originally filed and each amendment and
post-effective amendment thereof (including exhibits), any
Preliminary Prospectus, each Prospectus and any documents
incorporated by reference in any of the foregoing documents;
the costs of printing this Agreement, if any; the costs of
filings with the National Association of Securities Dealers,
Inc.; fees paid to rating agencies in connection with the
rating of the New Preferred Stock; the fees and expenses of
qualifying the New Preferred Stock under the securities laws
of the several jurisdictions as provided in this Paragraph
and of preparing and printing Blue Sky and Legality
Memoranda (including fees of counsel to the Underwriters);
and all other costs and expenses incident to the performance
of the Company's obligations under this Agreement; provided
that, except as provided in this Paragraph and in Paragraph
10 hereof, the Underwriters shall pay their own costs and
expenses, including the fees and expenses of their counsel,
any transfer taxes on the New Preferred Stock which they may
sell and the expenses of advertising any offering of the New
Preferred Stock made by the Underwriters; and
(k) Until the termination of the offering of the New
Preferred Stock, to timely file all documents, and any
amendments to previously filed documents, required to be
filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act.
7. (a) The Company shall indemnify and hold harmless
each Underwriter and each person, if any, who controls any
Underwriter within the meaning of the Act from and against any
loss, claim, damage or liability, joint or several, and any
action in respect thereof, to which that Underwriter or
controlling person may become subject, under the Act or
otherwise, insofar as such loss, claim, damage, liability or
action arises out of, or is based upon, (i) any untrue statement
or alleged untrue statement made by the Company under Section 1
hereof or (ii) any untrue statement or alleged untrue statement
of a material fact contained in any Preliminary Prospectus, the
Registration Statement or any Prospectus or in any blue sky
application or other document executed by the Company
specifically for that purpose or based upon written information
furnished by the Company (any such application, document or
information is hereinafter referred to as a "Blue Sky
Application") filed in any state or other jurisdiction in order
to qualify any or all of the New Preferred Stock under the
securities laws thereof, or arises out of, or is based upon, the
omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading, and shall reimburse each Underwriter and
such controlling person for any legal and other expenses
reasonably incurred by that Underwriter or controlling person in
investigating or defending or preparing to defend against or
appearing as a third party witness in connection with any such
loss, claim, damage, liability or action; provided that the
Company shall not be liable in any such case to the extent that
any such loss, claim, damage, liability or action arises out of,
or is based upon, any untrue statement or alleged untrue
statement or omission or alleged omission made in any Preliminary
Prospectus, the Registration Statement, any Prospectus or any
Blue Sky Application in reliance upon and in conformity with
written information furnished to the Company through the
Underwriters by or on behalf of any Underwriter specifically for
inclusion therein; and provided further that as to any
Preliminary Prospectus this indemnity agreement shall not inure
to the benefit of any Underwriter or any person controlling that
Underwriter on account of any loss, claim, damage, liability or
action arising from the sale of New Preferred Stock to any person
by that Underwriter if that Underwriter failed to send or give a
copy of any Prospectus, as the same may be amended or
supplemented, to that person within the time required by the Act,
and the untrue statement or alleged untrue statement of a
material fact or omission or alleged omission to state a material
fact in such Preliminary Prospectus was corrected in such
Prospectus, unless such failure resulted from non-compliance by
the Company with Paragraph 6(b) hereof. For purposes of the
second proviso to the immediately preceding sentence, the term
Prospectus shall not be deemed to include the documents
incorporated therein by reference, and no Underwriter shall be
obligated to send or give any supplement or amendment to any
document incorporated by reference in any Preliminary Prospectus
or any Prospectus to any person other than a person to whom such
Underwriter has delivered such incorporated documents in response
to a written request therefor. The foregoing indemnity agreement
is in addition to any liability which the Company may otherwise have to
any Underwriter or controlling person.
(b) Each Underwriter, severally but not jointly, shall
indemnify and hold harmless the Company, each of its directors,
each of its officers who signed the Registration Statement and
any person who controls the Company within the meaning of the Act
from and against any loss, claim, damage or liability, joint or
several, and any action in respect thereof, to which the Company
or any such director, officer or controlling person may become
subject, under the Act or otherwise, insofar as such loss, claim,
damage, liability or action, arises out of, or is based upon, any
untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, the Registration
Statement, any Prospectus or any Blue Sky Application, or arises
out of, or is based upon, the omission or alleged omission to
state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, but in
each case only to the extent that the untrue statement or alleged
untrue statement or omission or alleged omission was made in
reliance upon and in conformity with written information
furnished to the Company through the Underwriters by or on behalf
of that Underwriter specifically for inclusion therein, and shall
reimburse the Company for any legal and other expenses reasonably
incurred by the Company or any such director, officer or
controlling person in investigating or defending or preparing to
defend against or appearing as a third-party witness in
connection with any such loss, claim, damage, liability or
action. The foregoing indemnity agreement is in addition to any
liability which any Underwriter may otherwise have to the Company
or any of its directors, officers or controlling persons.
(c) Promptly after receipt by an indemnified party
under this Paragraph of notice of any claim or the commencement
of any action, the indemnified party shall, if a claim in respect
thereof is to be made against the indemnifying party under this
Paragraph, notify the indemnifying party in writing of the claim
or the commencement of that action, provided that the failure to
notify the indemnifying party shall not relieve it from any
liability which it may have under this Section 7, except to the
extent it has been prejudiced in any material respect by such
failure, or from any liability which it may have to an
indemnified party otherwise than under this Paragraph. If any
such claim or action shall be brought against an indemnified
party, and it shall notify the indemnifying party thereof, the
indemnifying party shall be entitled to participate therein, and,
to the extent that it wishes, jointly with any other similarly
notified indemnifying party, to assume the defense thereof with
counsel satisfactory to the indemnified party. After notice from
the indemnifying party to the indemnified party of its election
to assume the defense of such claim or action, the indemnifying
party shall not be liable to the indemnified party under this
Paragraph for any legal or other expenses subsequently incurred
by the indemnified party in connection with the defense thereof
other than reasonable costs of investigation; provided that the
indemnified party shall have the right to employ one counsel to
represent it and its controlling persons in respect of any claim
in respect of which indemnity may be sought by it against the
indemnifying party under this Paragraph if, in the reasonable
judgment of the indemnified party, it is advisable for it and its
controlling persons to be represented by separate counsel, and in
that event the fees and expenses of such separate counsel shall
be paid by the indemnifying party.
(d) If the indemnification provided for in this
Paragraph 7 shall for any reason be unavailable to an indemnified
party under Paragraph 7(a) or 7(b) hereof in respect of any loss,
claim, damage or liability, or any action in respect thereof,
referred to therein, then each indemnifying party shall, in lieu
of indemnifying such indemnified party, contribute to the amount
paid or payable by such indemnified party as a result of such
loss, claim, damage or liability, or action in respect thereof,
(i) in such proportion as shall be appropriate to reflect the
relative benefits received by the Company on the one hand and the
Underwriters on the other from the offering of the New Preferred
Stock or (ii) if the allocation provided by clause (i) above is
not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to
in clause (i) above but also the relative fault of the Company on
the one hand and the Underwriters on the other with respect to
the statements or omissions which resulted in such loss, claim,
damage or liability, or action in respect thereof, as well as any
other relevant equitable considerations. The relative benefits
received by the Company on the one hand and the Underwriters on
the other with respect to such offering shall be deemed to be in
the same proportion as the total net proceeds from the offering
of the New Preferred Stock (before deducting expenses) received
by the Company bear to the total underwriting discounts and
commissions received by the Underwriters with respect to such
offering, in each case as set forth in the table on the cover
page of the Prospectus. The relative fault shall be determined
by reference to whether the untrue or alleged untrue statement of
a material fact or omission or alleged omission to state a
material fact relates to information supplied by the Company or
the Underwriters, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Company and the
Underwriters agree that it would not be just and equitable if
contributions pursuant to this Paragraph 7(d) were to be
determined by pro rata allocation (even if the Underwriters were
treated as one entity for such purpose) or by any other method of
allocation which does not take into account the equitable
considerations referred to herein. The amount paid or payable by
an indemnified party as a result of the loss, claim, damage or
liability, or action in respect thereof, referred to above in
this Paragraph 7(d) shall be deemed to include, for purposes of
this Paragraph 7(d), any legal or other expenses reasonably
incurred by such indemnified party in connection with
investigating or defending any such action or claim.
Notwithstanding the provisions of this Paragraph 7(d), no
Underwriter shall be required to contribute any amount in excess
of the amount by which the total price at which the New Preferred
Stock underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages which
such Underwriter has otherwise paid or become liable to pay by
reason of any untrue or alleged untrue statement or omission or
alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. The
Underwriters' obligations to contribute as provided in this
Paragraph 7(d) are several in proportion to their respective
underwriting obligations and not joint.
(e) The indemnity agreements contained in this
Paragraph and the representations, warranties and agreements of
the Company in Paragraph 1 and Paragraph 6 hereof shall survive
the delivery of the New Preferred Stock and shall remain in full
force and effect, regardless of any termination or cancellation
of this Agreement or any investigation made by or on behalf of
any indemnified party.
8. The obligations of the Underwriters under this
Agreement may be terminated by the Underwriters obligated to
purchase a majority of the New Preferred Stock, in their absolute
discretion, by notice given to and received by the Company prior
to the delivery of and payment for the New Preferred Stock, if,
during the period beginning on the date of the Terms Agreement to
and including the Delivery Date, (a) trading in securities
generally on the New York Stock Exchange, Inc., the American
Stock Exchange or the over-the-counter market is suspended, or
minimum prices are established on that Exchange, (b) a banking
moratorium is declared by either Federal or New York State
authorities (c) the United States becomes engaged in material
hostilities or there is a material escalation in hostilities
involving the United States or there is a declaration of a
national emergency or war by the United States, or (d) there
shall have been such a material and substantial change in
economic, political or financial conditions or the effect of
international conditions on the financial markets in the United
States shall be so material and substantial, such as, in the
reasonable judgment of the Underwriters obligated to purchase a
majority of the New Preferred Stock, makes it impractical or
imprudent to proceed with the payment for and the delivery of the
New Preferred Stock.
9. The respective obligations of the Underwriters
under the Agreement with respect to the New Preferred Stock are
subject to the accuracy, on the date of the Terms Agreement and
on the Delivery Date, of the representations and warranties of
the Company contained herein, to performance by the Company of
its obligations hereunder, and to each of the following
additional terms and conditions applicable to the New Preferred
Stock:
(a) At or before the Delivery Date, no stop order
suspending the effectiveness of the Registration Statement
nor any order directed to any document incorporated by
reference in any Prospectus shall have been issued and prior
to that time no stop order proceeding shall have been
initiated or threatened by the Commission and no challenge
shall have been made to the accuracy or adequacy of any
document incorporated by reference in any Prospectus; any
request of the Commission for inclusion of additional
information in the Registration Statement or any Prospectus
or otherwise shall have been complied with; and after the
date of the Terms Agreement the Company shall not have filed
with the Commission any amendment or supplement to the
Registration Statement or any Prospectus (or any document
incorporated by reference therein) without the consent of
the Underwriters.
(b) No Underwriter shall have discovered and disclosed
to the Company on or prior to the Delivery Date that the
Registration Statement or any Prospectus contains an untrue
statement of a fact which, in the opinion of counsel for the
Underwriters, is material or omits to state a fact which, in
the opinion of such counsel, is material and is required to
be stated therein or is necessary to make the statements
therein not misleading.
(c) All corporate proceedings and other legal matters
incident to the authorization, form and validity of this
Agreement and the New Preferred Stock and the form of the
Registration Statement, each Prospectus (other than
financial statements and other financial data) and all other
legal matters relating to this Agreement and the
transactions contemplated hereby shall be satisfactory in
all respects to Simpson Thacher & Bartlett, counsel for the
Underwriters, and the Company shall have furnished to such
counsel all documents and information that they may
reasonably request to enable them to pass upon such matters.
(d) Marcus E. Woods, Vice President, Secretary and
General Counsel of the Company, shall have furnished to the
Underwriters his opinion addressed to the Underwriters and
dated the Delivery Date, as general counsel of the Company,
to the effect that:
(i) The Company is a duly organized and
validly existing public utility corporation under
the laws of the State of Indiana, has full
corporate authority to engage in the business in
which it is engaged in as stated in the
Registration Statement and each Prospectus, has
full corporate power and authority to issue and
sell the New Preferred Stock, and is subject to
regulation by the Indiana Utility Regulatory
Commission in matters pertaining, among other
things, to the issue and sale of the New Preferred
Stock. The terms Registration Statement and each
Prospectus, as used herein, have the same meanings
as in Paragraph l(a) of this Agreement;
(ii) The shares of New Preferred Stock
have been duly authorized and issued and are fully
paid and nonassessable and have the rights set
forth in the Amended Articles of Incorporation, as
amended, of the Company; the certificates for the
New Preferred Stock are in due and proper form;
the holders of outstanding shares of capital stock
of the Company are not entitled to preemptive or
other rights to subscribe for the New Preferred
Stock;
(iii) The Indiana Utility Regulatory
Commission has issued an appropriate order under date
of December 1, 1993 in Cause No. 39816, with respect to
the issue and sale of the New Preferred Stock; such
order is sufficient for such purpose; the issue and
sale of the New Preferred Stock is in conformity with
the terms of such order, and no other authorization,
approval or consent of any governmental body is legally
required for the issue and sale of the New Preferred
Stock by the Company, or for the carrying out of the
provisions of this Agreement (other than in connection
or in compliance with the provisions of the securities
or "blue sky" laws of any jurisdiction);
(iv) The New Preferred Stock conform, as
to legal matters, to the statements concerning
them contained or incorporated by reference in the
Registration Statement and each Prospectus
referred to herein, filed by the Company with the
Commission;
(v) The Registration is effective under
the Act, no stop order suspending its
effectiveness has been issued, and, to the
knowledge of such counsel, no proceeding for that
purpose is pending or threatened by the
Commission;
(vi) No order directed to any document
incorporated by reference in any Prospectus has
been issued and to the knowledge to such counsel,
no challenge has been made to the accuracy or
adequacy of any such document;
(vii) The Registration Statement and each
Prospectus (except that no opinion need be
expressed as to the financial statements contained
therein), comply as to form in all material
respects with the relevant requirements of the Act
and the Rules and Regulations and the documents
incorporated or deemed to be incorporated by
reference in the Prospectus (except that no
opinion need be expressed as to the financial
statements and other financial data contained
therein) comply as to form in all material
respects with the requirements of the Exchange Act
and the rules and regulations thereunder, and such
counsel has no reason to believe that the
Registration Statement or any prospectus contains
any untrue statements of a material fact or omits
to state a material fact required to be stated
therein or necessary to make the statements
therein not misleading;
(viii) The statements made in the
Prospectus under the caption "Description of the
New Preferred Stock" insofar as they purport to
summarize the provisions of documents or
arrangements specifically referred to therein
present the information called for with respect
thereto by Form S-3;
(ix) Such counsel does not know of any
contracts or other documents which are required to
be filed as exhibits to the Registration Statement
by the Act or by the rules and regulations
thereunder or which are required to be filed by
the Exchange Act or the rules and regulations
thereunder as exhibits to any documents
incorporated by reference in any Prospectus, which
have not been filed as exhibits to the
Registration Statement or to such documents
incorporated therein by reference permitted by the
rules and regulations or the rules and regulations
of the Commission under the Exchange Act;
(x) The Company holds valid
indeterminate permits from the State of Indiana
authorizing it to carry on its utility business in
the city of Indianapolis, Indiana, and adjacent
areas, from which more than 98% of its operating
revenues, excluding sales to other electric
utilities, are derived;
(xi) Since the end of its latest fiscal
year, the Company has timely filed all documents
and amendments to previously filed documents
required to be filed by it pursuant to Sections
12, 13, 14 or 15(d) of the Exchange Act;
(xii) Such counsel does not know of any
litigation or any governmental proceeding
instituted or threatened against the Company of a
character referred to in Paragraph 1(h) above
other than as disclosed in the Prospectus or in
any document incorporated, or deemed to be
incorporated, by reference in the Prospectus; and
(xiii) This Agreement has been duly
authorized, executed and delivered by the Company,
and the provisions thereof do not conflict with or
result in a breach of the Amended Articles of
Incorporation, as amended, of the Company, or of
any of the terms, conditions or provisions of any
outstanding agreements, notes or other instruments
under which the Company is obligated.
(e) The Company shall have furnished to the
Underwriters on the Delivery Date a certificate, dated the
Delivery Date, of its Chairman of the Board, its President
or a Vice President and its Treasurer stating that:
(i) The representations, warranties and
agreements of the Company in Paragraph 1 hereof
are true and correct as of the Delivery Date; the
Company has complied with all its agreements
contained herein; and the conditions set forth in
Paragraph 9(a) hereof have been fulfilled;
(ii) They have carefully examined the
Registration Statement and each Prospectus and, in
their opinion, (A) as of the date of each
Prospectus, the Registration Statement and the
Prospectus did not include any untrue statement of
a material fact and did not omit to state a
material fact required to be stated therein or
necessary to make the statements therein not
misleading, and (B) since the date of each
Prospectus, no event has occurred which should
have been set forth in a supplement to or
amendment of each Prospectus which has not been
set forth in such a supplement or amendment.
(f) The Company shall have furnished to the
Underwriters on the Delivery Date a letter of Deloitte &
Touche, addressed to the Underwriters and dated the Delivery
Date, of the type described in the American Institute of
Certified Public Accountants' Statement on Auditing
Standards No. 72 and covering such specified financial
statement items as the Underwriters may reasonably request.
All opinions, letters, evidence and certificates mentioned above
or elsewhere in this Agreement shall be deemed to be in
compliance with the provisions hereof only if they are in form
and substance satisfactory to counsel for the Underwriters.
10. If the Company shall fail to tender the New
Preferred Stock for delivery to the Underwriters for any reason
permitted under this Agreement, or if the Underwriters shall
decline to purchase the New Preferred Stock for any reason
permitted under this Agreement, the Company shall reimburse the
Underwriters for the reasonable fees and expenses of their
counsel and for such other out-of-pocket expenses as shall have
been incurred by them in connection with this Agreement and the
proposed purchase of the New Preferred Stock, and upon demand the
Company shall pay the full amount thereof to the Underwriters.
If this Agreement is terminated pursuant to Paragraph 4 hereof by
reason of the default of one or more Underwriters, the Company
shall not be obligated to reimburse any defaulting Underwriter on
account of those expenses.
11. The Company shall be entitled to act and rely upon
any request, consent, notice or agreement by Dillon, Read & Co.
Inc. on behalf of the Underwriters. Any notice by the Company to
the Underwriters shall be sufficient if given in writing or by
telegraph addressed to Dillon, Read & Co. Inc., on behalf of the
Underwriters, at 2001 Ross Avenue, Suite 3950, Dallas, Texas
75201, Attention: Kenneth S. Crews. Any notice by the
Underwriters to the Company shall be sufficient if given in
writing or by telegraph addressed to the Company at 25 Monument
Circle, P.O. Box 1595, Indianapolis, Indiana 46206-1595,
Attention of the Senior Vice President, Finance and Information
Services.
12. This Agreement shall be binding upon the
Underwriters, the Company, and their respective successors. This
Agreement and the terms and provisions hereof are for the sole
benefit of only those persons, except that (a) the
representations, warranties, indemnities and agreements of the
Company contained in this Agreement shall also be deemed to be
for the benefit of the person or persons, if any, who control any
Underwriter within the meaning of Section 15 of the Act, and (b)
the indemnity agreement of the Underwriters contained in
Paragraph 7 hereof shall be deemed to be for the benefit of
directors of the Company, officers of the Company who have signed
the Registration Statement and any person controlling the
Company. Nothing in this Agreement is intended or shall be
construed to give any person, other than the persons referred to
in this Paragraph, any legal or equitable right, remedy or claim
under or in respect of this Agreement or any provision contained
herein.
13. For purposes of this Agreement, "business day"
means any day on which the New York Stock Exchange, Inc. is open
for trading.
14. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
15. The Terms Agreement may be executed in one or more
counterparts, and if executed in more than one counterpart the
executed counterparts shall together constitute a single
instrument.
EXHIBIT 4(b)
(front)
(picture of eagle with wings spread)
NUMBER SHARES
__________ __________
INCORPORATED UNDER THE LAWS OF THE STATE OF INDIANA
CUSIP 455434
INDIANAPOLIS POWER & LIGHT COMPANY
SEE REVERSE FOR
% CUMULATIVE PREFERRED STOCK CERTAIN DEFINITIONS
THIS CERTIFIES that
is the owner of
FULL-PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $100 EACH
OF THE % CUMULATIVE PREFERRED STOCK OF
- ----------------------INDIANAPOLIS POWER & LIGHT COMPANY-----------------
transferable on the books of the Company in person or by duly authorized
attorney upon surrender of this certificate properly endorsed. This
certificate and the shares represented hereby are issued and shall be held
subject to all the provisions of the Amended Articles of Incorporation of
the Company, as amended, (a copy of which is on file with the Transfer
Agent) to all of which the holder, by acceptance hereof, assents. This
certificate is not valid until countersigned by the Transfer Agent and
registered by the Registrar.
WITNESS the facsimile seal of the Company and the facsimile signatures
of its duly authorized officers.
Dated
/s/ Marcus E. Woods /s/ Ramon L. Humke
SECRETARY PRESIDENT
(SEAL)
(text on right side of certificate, perpendicular to above text)
COUNTERSIGNED AND REGISTERED
INDIANAPOLIS POWER & LIGHT COMPANY
Transfer Agent and Registrar
By
Authorized Representative
(back)
INDIANAPOLIS POWER & LIGHT COMPANY
The Company, by action of its Board of Directors, may redeem the whole
or any part of the % Cumulative Preferred Stock at any time or from time
to time at a price of $ per share plus dividends accrued to the date
fixed for redemption.
A statement in full of the relative rights, interests, preferences and
restrictions of each class of stock and of any series thereof which, at the
time of issuance of this certificate, the Company is authorized to issue as
set forth in the Amended Articles of Incorporation of the Company, as
amended, and/or in resolutions of the Board of Directors heretofore adopted
and duly filed in the form of Articles of Amendment in the office of the
Secretary of State of Indiana, will be furnished without charge to any
shareholder upon written request. Such request may be made to the office
of the Secretary of the Company or the Transfer Agent.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT -- ____________Custodian____________
(Cust) (Minor)
under Uniform Gifts to Minors
Act_______________
(State)
UNIF TRF MIN ACT -- _____________Custodian (until age_________)
(Cust) (Minor)
____________under Uniform Transfers
to Minors Act______________
(State)
Additional abbreviations may also be used though
not in the above list.
For Value received,_____________________________hereby sell, assign
and transfer unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
_____________________________________________________________________
_____________________________________________________________________
Please print or typewrite name and address including
postal zip code of assignee.
_____________________________________________________________________
_______________________________________________________________Shares
of the Capital Stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint
______________________________________________________________Attorney
to transfer the said stock on the books of the within-named Company
with full power of substitution in the premises.
Dated_____________________, 19__
____________________________________
(text on right side of certificate, perpendicular to above text)
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the Certificate, in every particular, without
alteration or enlargement, or any change whatever.
EXHIBIT 5
March 2, 1994
Indianapolis Power & Light Company
25 Monument Circle
Indianapolis, Indiana 46204
Gentlemen:
As Vice President, Secretary and General Counsel of Indianapolis Power
& Light Company, an Indiana corporation (the "Company"), I have acted as
counsel to the Company in connection with the Registration Statement on
Form S-3 filed pursuant to the Securities Act of 1933, as amended, (the
"Act") relating to the proposed offer and sale to certain underwriters of
not to exceed 200,000 shares of a new series of the Company's Cumulative
Preferred Stock having a par value of $100 per share (the "New Preferred
Stock"). After examining such records, certificates and such other
documents and having made such investigation of law as I deemed necessary
in the circumstances, it is my opinion that:
1. The Company has been duly organized and is a validly existing
corporation in good standing under the laws of the State of Indiana;
2. The New Preferred Stock will be legally issued and constitute fully
paid and non-assessable shares of the class of Cumulative Preferred Stock
of the Company with the relative rights, preferences, limitations and
restrictions set forth in the Amended Articles of Incorporation of the
Company, as amended, (the "Amended Articles") and in resolutions of the
Company's Board of Directors or the Executive Committee thereof creating
the New Preferred Stock; and
3. The Company will have complied with the requirements of the Act with
respect to the issue and sale of the New Preferred Stock, if and when:
a) Said Registration Statement and related Prospectus, and any
amendments thereto, have become effective under the Act;
b) The Board of Directors of the Company, or its Executive
Committee, in accordance with the Amended Articles and applicable
Indiana law, has duly created and authorized the issue and sale
of the New Preferred Stock; has duly fixed and determined such of
the relative rights, preferences, limitations, and restrictions
of the New Preferred Stock as either such Board or Committee is
authorized to fix and determine under the Amended Articles and
applicable Indiana law, including the annual dividend rate and any
Indianapolis Power & Light Company
Page Two
March 2, 1994
redemption prices for such series; has caused Articles of
Amendment to be filed with the Secretary of State of Indiana
setting forth the designation of the New Preferred Stock and the
relative rights, preferences, limitations and restrictions
pertaining thereto; and has authorized the issuance of
certificates for the New Preferred Stock in the form approved by
such Board or Committee; and
c) The New Preferred Stock has been issued and sold in accordance
with the Act, with applicable state blue sky laws, and with the
order of the Indiana Utility Regulatory Commission approved
December 1, 1993 in Cause No. 39816.
This opinion letter is limited to the current Federal laws of the
United States and the current internal laws of the State of Indiana
(without giving effect to any conflict of law principles thereof). I have
not considered, and express no opinion on, the laws of any other
jurisdiction.
I consent to the use of my name under the caption "Legal Options" in
the Prospectus included in the Registration Statement and to the filing of
this opinion as Exhibit 5 thereto.
Sincerely,
/s/ Marcus E. Woods
Marcus E. Woods
MEW:gkb
<TABLE>
EXHIBIT 12
INDIANAPOLIS POWER & LIGHT COMPANY
COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
<CAPTION>
Years Ended December 31,
(in thousands, except ratios)
=========================================================================
1989 1990 1991 1992 1993
<S> <C> <C> <C> <C> <C>
Fixed charges and preferred stock
dividends, as defined:
Interest on long-term debt $52,731 $47,877 $46,464 $42,663 $41,399
Other interest 602 1,755 2,596 1,251 2,305
Amortization of debt premium and
expense -- net (737) 809 666 620 787
Estimated interest factor
attributable to rents 552 509 420 301 164
-------------------------------------------------------------------------
Total fixed charges 53,148 50,950 50,146 44,835 44,655
Preferred stock dividends * 8,195 7,729 4,971 5,043 5,018
-------------------------------------------------------------------------
Total fixed charges and preferred
stock dividends, as defined $61,343 $58,679 $55,117 $49,878 $49,673
=========================================================================
Earnings, as defined:
Net income $94,471 $97,085 $103,866 $93,058 $102,766
Add:
Federal and state income tax
provisions 52,647 55,572 58,527 54,476 59,273
Fixed charges, as above 53,148 50,950 50,146 44,835 44,655
-------------------------------------------------------------------------
Total earnings,
as defined $200,266 $203,607 $212,538 $192,369 $206,694
=========================================================================
Ratio of earnings to combined fixed charges
and preferred stock dividends 3.26 3.47 3.86 3.86 4.16
=========================================================================
<FN>
* Preferred stock dividends were increased to an amount representing the pre-tax earnings which would be required
to cover such dividend requirements.
</TABLE>
Exhibit 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Indianapolis Power & Light Company on Form S-3 of our report dated
January 21, 1994, appearing in the Annual Report on Form 10-K of Indianapolis
Power & Light Company for the year ended December 31, 1993 and to the
reference to us under the heading "Experts" in the Prospectus, which is part
of this Registration Statement.
/s/ Deloitte & Touche
DELOITTE & TOUCHE
Indianapolis, Indiana
March 2, 1994
EXHIBIT 24
INDIANAPOLIS POWER & LIGHT COMPANY
POWER OF ATTORNEY
Each of the undersigned directors of INDIANAPOLIS POWER & LIGHT
COMPANY, an Indiana corporation, (the "Company"), which intends to file
with the Securities and Exchange Commission, Washington D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration
Statement and related prospectus and any and all amendments thereto, for
the registration of not to exceed 200,000 shares of the Company's
Cumulative Preferred Stock in one or more series, does hereby appoint John
R. Hodowal and Marcus E. Woods, and each of them, his true and lawful
attorneys, with power to act each without the other and with full power of
substitution and resubstitution, for him and in his name, place and stead,
to sign in the capacity of a director of the Company and file said
Registration Statement and related prospectus and any and all amendments
thereto, and all instruments necessary or incidental thereto, hereby
granting unto said attorneys and each of them full power and authority to
do and perform in the name and on behalf of each of the undersigned, and in
any and all capacities, every act and thing whatsoever requisite or
necessary to be done in and about the premises, as fully and to all intents
and purposes as each of the undersigned might or could do in person, hereby
ratifying and approving the acts of said attorneys and each of them.
/s/ John R. Hodowal /s/ Otto N. Frenzel III
- ----------------------------------- ------------------------------------
John R. Hodowal Otto N. Frenzel III
/s/ Ramon L. Humke /s/ Joseph D. Barnette, Jr.
- ----------------------------------- ------------------------------------
Ramon L. Humke Joseph D. Barnette, Jr.
/s/ Edwin J. Goss /s/ Sallie W. Roland
- ----------------------------------- ------------------------------------
Edwin J. Goss Sallie W. Roland
/s/ Max L. Gibson /s/ Andre B. Lacy
- ----------------------------------- ------------------------------------
Max L. Gibson Andre B. Lacy
/s/ Thomas M. Miller /s/ Mitchell E. Daniels, Jr.
- ----------------------------------- ------------------------------------
Thomas M. Miller Mitchell E. Daniels, Jr.
/s/ Rexford C. Early /s/ Zane G. Todd
- ----------------------------------- ------------------------------------
Rexford C. Early Zane G. Todd
/s/ Sam H. Jones
- ----------------------------------- ------------------------------------
Sam H. Jones
/s/ Thomas H. Sams
- ----------------------------------- ------------------------------------
Thomas H. Sams
/s/ Dr. Earl B. Herr, Jr.
- ----------------------------------- ------------------------------------
Dr. Earl B. Herr, Jr.
IN WITNESS WHEREOF, the foregoing directors of the Company have
affixed their respective signatures hereto in the presence of a Notary
Public for the State of Indiana, this 25th day of January, 1994.
My Commission Expires: 6/11/95 /s/ Gloria K. Bryant
--------------------------------
My County of Residence: Marion Gloria K. Bryant, Notary Public
