SCHEDULE 14A
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. ___)
Filed by the Registrant: [X]
Filed by a Party other than the Registrant: [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
INDIANAPOLIS POWER & LIGHT COMPANY
(Name Of Registrant As Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction
applies: __________________
2) Aggregate number of securities to which transaction applies:
-----------------
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined): ________________________________________
4) Proposed maximum aggregate value of transaction:
---------------------
5) Total fee paid: ___________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ______________________________________
(2) Form, Schedule or Registration Statement No.: ________________
(3) Filing Party: ________________________________________________
(4) Date Filed: __________________________________________________
<PAGE>
OFFER TO PURCHASE AND PROXY STATEMENT
IPALCO ENTERPRISES, INC.
OFFER TO PURCHASE FOR CASH
Any and All Outstanding Shares of the Following Series of
Cumulative Preferred Stock of
INDIANAPOLIS POWER & LIGHT COMPANY
100,000 Shares, Cumulative Preferred Stock, 4% Series at a Purchase Price of
$xxx.xx Per Share, CUSIP Number 455434 20 9
39,000 Shares, Cumulative Preferred Stock, 4.20% Series at a Purchase Price of
$xxx.xx Per Share, CUSIP Number 455434 88 6
30,000 Shares, Cumulative Preferred Stock, 4.60% Series at a Purchase Price of
$xxx.xx Per Share, CUSIP Number 455434 40 7
50,000 Shares, Cumulative Preferred Stock, 4.80% Series at a Purchase Price of
$xxx.xx Per Share, CUSIP Number 455434 80 3
100,000 Shares, Cumulative Preferred Stock, 6% Series at a Purchase Price of
$xxx.xx Per Share, CUSIP Number 455434 30 8
199,985 Shares, Cumulative Preferred Stock, 8.20% Series at a Purchase Price of
$xxx.xx Per Share, CUSIP Number 455434 60 5
------------------------
INDIANAPOLIS POWER & LIGHT COMPANY
PROXY STATEMENT
With Respect to its Common Stock and Cumulative Preferred Stock
------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON _________, _________, 1997, UNLESS THE OFFER IS EXTENDED (THE
"EXPIRATION DATE").
------------------------
IPALCO Enterprises, Inc., an Indiana corporation ("IPALCO"), invites
the holders of each series of cumulative preferred stock listed above (each a
"Series of Preferred," and the holder thereof a "Preferred Shareholder") of
Indianapolis Power & Light Company, an Indiana corporation and direct subsidiary
of IPALCO ("IPL"), to tender any and all of their shares of a Series of
Preferred ("Shares") for purchase at the purchase price per Share listed above
(the "Purchase Price") for the Shares tendered, net to the seller in cash, upon
the terms and subject to the conditions set forth in this Offer to Purchase and
Proxy Statement and in the accompanying Letter of Transmittal and Proxy (which
together constitute the "Offer"). The Shares constitute all of the outstanding
shares of preferred stock of IPL. IPALCO will purchase all Shares validly
tendered and not properly and timely withdrawn, upon the terms and subject to
the conditions of the Offer. See "Terms of the Offer -- Certain Conditions of
the Offer" and "Terms of the Offer -- Extension of Tender Period; Termination;
Amendments."
In the event that all Shares of the 8.20% Series of Preferred (the
"8.20% Shares") are not acquired by IPALCO pursuant to the Offer, IPL intends to
redeem all the 8.20% Shares which remain outstanding at a redemption price of
$101.00 per 8.20% Share pursuant to Article 6A, Section 4(c) of IPL's Amended
Articles of Incorporation (the "Articles") and the provisions of the 8.20%
Series' authorizing resolutions.
<PAGE>
THE OFFER FOR A SERIES OF PREFERRED IS NOT CONDITIONED UPON ANY MINIMUM
NUMBER OF SHARES OF SUCH SERIES OF PREFERRED BEING TENDERED AND IS INDEPENDENT
OF THE OFFER FOR ANY OTHER SERIES OF PREFERRED. PREFERRED SHAREHOLDERS
(INCLUDING PREFERRED SHAREHOLDERS WHO ACQUIRE SHARES SUBSEQUENT TO THE RECORD
DATE (AS HEREINAFTER DEFINED)) WHO WISH TO TENDER THEIR SHARES PURSUANT TO THE
OFFER MUST VOTE IN FAVOR OF THE PROPOSED AMENDMENT, AS DESCRIBED BELOW.
MOREOVER, THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THE PROPOSED
AMENDMENT BEING APPROVED AND ADOPTED AT THE SPECIAL MEETING, AS DESCRIBED BELOW.
SEE "TERMS OF THE OFFER -- CERTAIN CONDITIONS OF THE OFFER."
IN ORDER TO VALIDLY TENDER SHARES PURSUANT TO THE OFFER, PREFERRED
SHAREHOLDERS WHO ACQUIRE SHARES DURING THE PERIOD BEGINNING TWO DAYS PRIOR TO
THE RECORD DATE AND UP TO AND INCLUDING THE EXPIRATION DATE MUST OBTAIN AN
ASSIGNMENT OF PROXY FROM THE SELLER OF SUCH SHARES AND VOTE SUCH PROXY IN FAVOR
OF THE PROPOSED AMENDMENT. IN ORDER TO FACILITATE THE TRANSFER OF SHARES DURING
THE PERIOD DESCRIBED ABOVE, THE SHARES OF EACH SERIES OF PREFERRED WILL TRADE
"WITH PROXY" IN THE OVER-THE-COUNTER MARKET. SETTLEMENT OF ALL TRADES DURING THE
PERIOD DESCRIBED ABOVE SHOULD INCLUDE AN ASSIGNMENT OF PROXY FROM THE SELLER.
SEE "TERMS OF THE OFFER - PROCEDURE FOR TENDERING SHARES." FOR FURTHER
INFORMATION, CALL THE INFORMATION AGENT (AS HEREINAFTER DEFINED) OR THE DEALER
MANAGERS (AS HEREINAFTER DEFINED) OR CONSULT YOUR BROKER FOR ASSISTANCE.
A regular quarterly dividend has been declared on each Share, payable
on October 1, 1997, to the owner of record on September 19, 1997 (the "October
Dividend"). A tender and purchase of Shares pursuant to the Offer or a
redemption of 8.20% Shares will not deprive a shareholder of his or her right to
receive the October Dividend on Shares held of record on September 19, 1997,
regardless of whether such shareholder tenders his or her Shares in the Offer
prior to that date. Tendering shareholders will not be entitled to any dividends
in respect of any later dividend periods, or any portion thereof.
<PAGE>
Concurrently with the Offer, the Board of Directors of IPL is
soliciting proxies from Preferred Shareholders for use at the Special Meeting of
Shareholders of IPL to be held at its principal office, One Monument Circle,
Indianapolis, Indiana 46204, on _________, _________, 1997, or any adjournment
or postponement of such meeting (the "Special Meeting"). The Special Meeting is
being held to consider an amendment (the "Proposed Amendment") to the Articles
of IPL which would remove a provision of the Articles that limits IPL's ability
to issue unsecured debt (the "Debt Limitation Provision"). PREFERRED
SHAREHOLDERS (INCLUDING PREFERRED SHAREHOLDERS WHO ACQUIRE SHARES SUBSEQUENT TO
THE RECORD DATE) WHO WISH TO TENDER THEIR SHARES PURSUANT TO THE OFFER MUST
SUBMIT A DULY COMPLETED, VALID AND UNREVOKED PROXY INDICATING THEIR VOTE IN
FAVOR OF THE PROPOSED AMENDMENT OR INDICATE IN THE ACCOMPANYING PROXY THEIR
INTENTION TO VOTE FOR THE PROPOSED AMENDMENT AT THE SPECIAL MEETING. HOWEVER,
PREFERRED SHAREHOLDERS OF RECORD HAVE THE RIGHT TO VOTE ON THE PROPOSED
AMENDMENT REGARDLESS OF WHETHER THEY TENDER THEIR SHARES. IF THE PROPOSED
AMENDMENT IS APPROVED AND ADOPTED, IPL WILL MAKE A SPECIAL CASH PAYMENT IN THE
AMOUNT OF $1.00 PER SHARE TO EACH PREFERRED SHAREHOLDER WHO VOTED IN FAVOR OF
THE PROPOSED AMENDMENT, PROVIDED THAT SUCH SHARES HAVE NOT BEEN TENDERED
PURSUANT TO THE OFFER. THOSE PREFERRED SHAREHOLDERS WHO VALIDLY TENDER THEIR
SHARES WILL BE ENTITLED ONLY TO THE PURCHASE PRICE PER SHARE LISTED ABOVE.
------------------------
IPALCO will pay to each designated Soliciting Dealer (as defined
herein) a solicitation fee for Shares tendered, accepted for payment and paid
for pursuant to the Offer, and for all Shares voted in favor of the Proposed
Amendment, whether or not tendered, subject to certain conditions. See "Fees and
Expenses Associated with the Offer."
------------------------
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION (THE "COMMISSION" OR "SEC") OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE FAIRNESS OR MERITS OF SUCH TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF
THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY
IS UNLAWFUL.
------------------------
NEITHER IPALCO, IPL, THEIR RESPECTIVE BOARDS OF DIRECTORS, NOR ANY OF
THEIR RESPECTIVE OFFICERS MAKES ANY RECOMMENDATION TO ANY PREFERRED SHAREHOLDER
AS TO WHETHER TO TENDER ANY OR ALL SHARES. EACH PREFERRED SHAREHOLDER MUST MAKE
HIS OR HER OWN DECISION AS TO WHETHER TO TENDER HIS OR HER SHARES AND, IF SO,
HOW MANY SHARES TO TENDER.
------------------------
IPL'S BOARD OF DIRECTORS RECOMMENDS VOTING FOR THE PROPOSED AMENDMENT.
This Offer to Purchase and Proxy Statement is first being mailed on or
about _________, 1997 to registered Preferred Shareholders as of _____________,
1997.
------------------------
Each Series of Preferred is traded in the over-the-counter market (the
"OTC") and is not listed on any national securities exchange nor quoted on the
automated quotation system of a registered securities association. As of
_______, 1997, the last reported sales prices as reported by the National
Quotation Bureau, Inc. were $_____ for the 4% Series of Preferred (on _______,
1997); $_____ for the 6% Series of Preferred (on _______, 1997); and $______ for
the 8.20% Series of Preferred (on _____, 1997). There were no sales prices
available for the 4.20% Series of Preferred, the 4.60% Series of Preferred and
the 4.80% Series of Preferred. IPALCO and IPL believe that such last reported
sales price with respect to each Series of Preferred may not be indicative of
the market value of the Shares of such Series of Preferred. Preferred
Shareholders are urged to obtain current market quotations, if available, for
the Shares.
------------------------
The Dealer Managers for the Offer are:
Dillon, Read & Co. Inc. Merrill Lynch & Co.
------------------------
The date of this Offer to Purchase and Proxy Statement is _________, 1997.
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF
IPALCO OR IPL AS TO WHETHER PREFERRED SHAREHOLDERS SHOULD TENDER THEIR SHARES
PURSUANT TO THE OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR
TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE
CONTAINED HEREIN OR IN THE RELATED LETTER OF TRANSMITTAL AND PROXY. IF GIVEN OR
MADE, SUCH RECOMMENDATION AND SUCH INFORMATION AND REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY IPALCO OR IPL.
IMPORTANT
Any Preferred Shareholder desiring to accept the Offer and tender all
or any portion of his or her Shares should, in addition to voting in favor of
the Proposed Amendment either by executing and returning the enclosed proxy
contained in the Letter of Transmittal and Proxy accompanying this Offer to
Purchase and Proxy Statement or by voting in person by ballot at the Special
Meeting, either (i) request his or her broker, dealer, commercial bank, trust
company or nominee to effect the transaction for him or her, or (ii) complete
and sign the Letter of Transmittal and Proxy enclosed herewith, or a facsimile
thereof, in accordance with the instructions in the Letter of Transmittal and
Proxy, mail or deliver it and any other required documents to IBJ Schroder Bank
& Trust Company (the "Depositary"), and deliver the certificates for such Shares
to the Depositary, along with the Letter of Transmittal and Proxy, or (iii)
tender such Shares pursuant to the procedure for book-entry transfer set forth
below under "Terms of the Offer -- Procedure for Tendering Shares," prior to the
Expiration Date. A Preferred Shareholder whose Shares are registered in the name
of a broker, dealer, commercial bank, trust company or nominee must contact such
broker, dealer, commercial bank, trust company or nominee if he or she desires
to tender such Shares. Any Preferred Shareholder who desires to tender his or
her Shares and whose certificates for such Shares are not immediately available,
or who cannot comply in a timely manner with the procedure for book-entry
transfer, should tender such Shares by following the procedures for guaranteed
delivery set forth below under "Terms of the Offer -- Procedure for Tendering
Shares."
EACH SERIES OF PREFERRED HAS ITS OWN LETTER OF TRANSMITTAL AND PROXY,
AND ONLY THE APPLICABLE LETTER OF TRANSMITTAL AND PROXY FOR SUCH SERIES OF
PREFERRED OR A NOTICE OF GUARANTEED DELIVERY AND PROXY MAY BE USED TO TENDER
SHARES OF SUCH SERIES OF PREFERRED. A LETTER OF TRANSMITTAL AND PROXY MAY BE
USED TO VOTE IN FAVOR OF THE PROPOSED AMENDMENT EVEN IF NO SHARES ARE BEING
TENDERED.
Questions or requests for assistance or for additional copies of this
Offer to Purchase and Proxy Statement, the Letter of Transmittal and Proxy for a
Series of Preferred, or other tender offer or proxy solicitation materials may
be directed to D. F. King & Co., Inc. (the "Information Agent") or Dillon, Read
& Co. Inc. and Merrill Lynch & Co. (the "Dealer Managers") at their respective
addresses and telephone numbers set forth on the back cover of this Offer to
Purchase and Proxy Statement.
<PAGE>
TABLE OF CONTENTS
Page
SUMMARY..................................................................... 1
INTRODUCTION................................................................ 5
SPECIAL FACTORS............................................................. 7
Purpose Of The Offer; Certain Effects Of The Offer;
Plans Of IPALCO And IPL After The Offer............................ 7
Certain Legal Matters; Regulatory Approvals;
No Dissenters' Rights..............................................11
TERMS OF THE OFFER..........................................................12
Number Of Shares; Purchase Prices; Expiration Date; Dividends......12
Procedure For Tendering Shares.....................................13
Withdrawal Rights..................................................17
Acceptance Of Shares For Payment And Payment Of Purchase Price.....18
Certain Conditions Of The Offer....................................19
Extension Of Tender Period; Termination; Amendments................21
PROPOSED AMENDMENT AND PROXY SOLICITATION...................................22
Introduction.......................................................22
Voting Securities, Rights And Procedures...........................23
Proxies............................................................23
Special Cash Payments..............................................24
Security Ownership Of Certain Beneficial Owners And Management.....25
Business To Come Before The Special Meeting........................27
Explanation Of The Proposed Amendment..............................27
Reasons For The Proposed Amendment.................................27
Financial And Other Information Relating To IPL....................29
Relationship With Independent Public Accountants...................29
Shareholder Proposals For 1998 Annual Meeting Of IPL...............29
PRICE RANGE OF SHARES; DIVIDENDS............................................29
CERTAIN FEDERAL INCOME TAX CONSEQUENCES.....................................32
SOURCE AND AMOUNT OF FUNDS..................................................33
TRANSACTIONS AND AGREEMENTS CONCERNING THE SHARES...........................34
FEES AND EXPENSES ASSOCIATED WITH THE OFFER.................................34
CERTAIN INFORMATION REGARDING IPL AND IPALCO................................36
SUMMARY OF CONSOLIDATED FINANCIAL INFORMATION...............................36
ADDITIONAL INFORMATION; INCORPORATION BY REFERENCE..........................37
MISCELLANEOUS...............................................................38
<PAGE>
SUMMARY
THE FOLLOWING SUMMARY IS PROVIDED SOLELY FOR THE CONVENIENCE OF THE
PREFERRED SHAREHOLDERS. THIS SUMMARY IS NOT INTENDED TO BE COMPLETE AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FULL TEXT AND MORE SPECIFIC
DETAILS CONTAINED IN THE OFFER AND ANY AMENDMENTS HERETO. PREFERRED SHAREHOLDERS
ARE URGED TO READ THIS OFFER TO PURCHASE AND PROXY STATEMENT AND THE LETTER OF
TRANSMITTAL AND PROXY ENCLOSED HEREWITH, EACH IN ITS ENTIRETY. EACH OF THE
CAPITALIZED TERMS USED IN THIS SUMMARY AND NOT DEFINED HEREIN HAS THE MEANING
SET FORTH ELSEWHERE IN THIS OFFER TO PURCHASE AND PROXY STATEMENT.
The Companies IPALCO is a holding company and the parent company of IPL
and Mid-America Capital Resources, Inc. ("Mid-America").
IPL is a regulated electric and steam service utility
engaged primarily in generating, transmitting,
distributing and selling electric energy in the city of
Indianapolis and neighboring cities, towns and adjacent
rural areas, all within the State of Indiana. IPL also
produces, distributes and sells steam within a limited
area in Indianapolis. Mid-America is the holding company
for the unregulated activities of IPALCO, which primarily
include operation of district heating and cooling
systems, research and development of energy storage
technology, and operation of an energy system in an
industrial complex.
The Shares IPL 4% Cumulative Preferred Stock ($100 par value) IPL
4.20% Cumulative Preferred Stock ($100 par value) IPL
4.60% Cumulative Preferred Stock ($100 par value) IPL
4.80% Cumulative Preferred Stock ($100 par value) IPL 6%
Cumulative Preferred Stock ($100 par value) IPL 8.20%
Cumulative Preferred Stock ($100 par value)
The Offer Offer to purchase any or all Shares of each Series
of Preferred at the price per Share set forth below.
Purchase Price $_______ per Share of 4% Cumulative Preferred Stock
$_______ per Share of 4.20% Cumulative Preferred Stock
$_______ per Share of 4.60% Cumulative Preferred Stock
$_______ per Share of 4.80% Cumulative Preferred Stock
$_______ per Share of 6% Cumulative Preferred Stock
$_______ per Share of 8.20% Cumulative Preferred Stock
<PAGE>
Dividends A regular quarterly dividend has been declared on each
Share, payable on October 1, 1997, to the owner of record
on September 19, 1997 (the "October Dividend"). A tender
and purchase of Shares pursuant to the Offer or a
redemption of 8.20% Shares will not deprive a shareholder
of his or her right to receive the October Dividend on
Shares held of record on September 19, 1997, regardless
of whether such shareholder tenders his or her Shares in
the Offer prior to that date. Tendering shareholders will
not be entitled to any dividends in respect of any later
dividend periods, or any portion thereof.
Independent Offer The Offer for one Series of Preferred is independent of
the Offer for any other Series of Preferred. The Offer is
not conditioned upon any minimum number of shares of the
applicable Series of Preferred being tendered, but is
conditioned upon the Proposed Amendment being approved
and adopted at the Special Meeting. Preferred
Shareholders who wish to tender their Shares must vote in
favor of the Proposed Amendment. The Offer is subject to
certain other conditions described herein.
Expiration Date
of the Offer The Offer expires at 5:00 p.m., New York City time, on
_________, _________, 1997, unless extended.
How to Tender Shares Preferred Shareholders (including Preferred Shareholders
who acquire Shares subsequent to the Record Date) who
wish to tender their Shares pursuant to the Offer must
vote in favor of the Proposed Amendment. Preferred
Shareholders who purchase or whose purchase is registered
after the Record Date and who wish to tender their Shares
must arrange with their seller to receive an assignment
of proxy from the holder of record on the Record Date. In
order to facilitate receipt of proxies, Shares shall,
during the period which commences ___________, 1997 (two
business days prior to the Record Date) and which will
end at the close of business on the Expiration Date,
trade in the over-the-counter market with a proxy
providing the transferee with the right to vote such
acquired Shares in the Proxy Solicitation. Settlement of
all trades during the period described above should
include an assignment of proxy from the seller. See
"Terms of the Offer -- Procedure for Tendering Shares."
For further information, call the Information Agent or
the Dealer Managers or consult your broker for
assistance.
Withdrawal Rights Tendered Shares of any Series of Preferred may be
withdrawn at any time until the Expiration Date with
respect to such Series of Preferred and, unless
theretofore accepted for payment, may also be withdrawn
after _______, __________, 1997. See "Terms of the Offer
-- Withdrawal Rights." The proxy accompanying any
tendered Shares that are withdrawn will not be considered
revoked unless the Preferred Shareholder specifically
revokes such proxy as described herein. See "Proposed
Amendment and Proxy Solicitation - Proxies."
Purpose of the Offer IPALCO is making the Offer because it believes that the
purchase of Shares is economically attractive to IPALCO,
its shareholders and IPL. In addition, the Offer gives
Preferred Shareholders the opportunity to sell their
Shares at what IPALCO believes is a premium over the
market price and without the usual transaction costs
associated with a market sale. See "Special Factors --
Purpose of the Offer; Certain Effects of the Offer; Plans
of IPALCO and IPL After the Offer."
Brokerage Commissions Not payable by Preferred Shareholders.
<PAGE>
Solicitation Fee IPALCO will pay to each designated Soliciting Dealer a
solicitation fee of $___ per Share (except that for
transactions for beneficial owners equal to or exceeding
____ Shares, IPALCO will pay a solicitation fee of $___
per Share) for any Shares tendered, accepted for payment
and paid for pursuant to the Offer, and for all Shares
voted in favor of the Proposed Amendment, whether or not
tendered. Solicitation fees payable in transactions for
beneficial owners of _______ or more Shares shall be paid
80% to the Dealer Managers and 20% to the Soliciting
Dealers (which may be a Dealer Manager). However,
Soliciting Dealers will not be entitled to a solicitation
fee for Shares beneficially owned by such Soliciting
Dealer.
Proposed Amendment Concurrently with the Offer, the Board of Directors of
IPL is soliciting proxies for use at the Special Meeting
of Shareholders of IPL. The Special Meeting is being held
to consider an amendment to IPL's Articles which would
remove a provision that limits IPL's ability to issue
unsecured debt. If the Proposed Amendment is approved by
the shareholders, the provision of the Articles that
limits IPL's ability to issue unsecured debt will be
eliminated with respect to any Shares that remain
outstanding after consummation of the Offer. See "Special
Factors -- Purpose of the Offer; Certain Effects of the
Offer; Plans of IPALCO and IPL After the Offer."
Record Date ____________________, 1997.
Special Cash Payment If the Proposed Amendment is approved and adopted by
IPL's shareholders, IPL will make a special cash payment
of $1.00 per share to each Preferred Shareholder who
voted in favor of the Proposed Amendment, provided that
such Shares have not been tendered pursuant to the Offer.
Preferred Shareholders who validly tender their Shares
will be entitled only to the Purchase Price per Share
listed on the front cover of this Offer to Purchase and
Proxy Statement.
Stock Transfer Tax IPALCO will pay or cause to be paid any stock transfer
taxes with respect to the sale and transfer of any Shares
to it or its order pursuant to the Offer. Each Preferred
Shareholder will be responsible for paying any income or
gross receipts taxes imposed by any jurisdiction by
reason of the Special Cash Payment and/or the sale of the
Shares. See Instruction 6 of the applicable Letter of
Transmittal and Proxy. See also "Terms of the Offer --
Acceptance of Shares for Payment and Payment of Purchase
Price" and "Certain Federal Income Tax Consequences."
<PAGE>
Payment Date Promptly after the Expiration Date.
Further Information Additional copies of this Offer to Purchase and Proxy
Statement and the applicable Letter of Transmittal and
Proxy may be obtained by contacting D. F. King & Co.,
Inc., 77 Water Street, New York, New York 10005,
telephone: (800) 859-8508 (toll-free) and (212) 425-1685
(brokers and dealers). Questions about the Offer should
be directed to Dillon, Read & Co. Inc. at (212) 906-7531
or to Merrill Lynch & Co. at 1-888-ML4-TNDR (toll free)
(1-888-654-8637 (toll free)).
<PAGE>
INTRODUCTION
IPALCO Enterprises, Inc., an Indiana corporation ("IPALCO"), invites
the holders of each series of cumulative preferred stock listed below (each a
"Series of Preferred," and the holder thereof a "Preferred Shareholder") of
Indianapolis Power & Light Company, an Indiana corporation and direct subsidiary
of IPALCO ("IPL"), to tender any and all of their shares of a Series of
Preferred ("Shares") for purchase at the purchase price per Share listed below
(the "Purchase Price"):
Series or Preferred Purchase Price
------------------- --------------
Cumulative Preferred Stock, 4% Series $xxx.xx per Share
Cumulative Preferred Stock, 4.20% Series $xxx.xx per Share
Cumulative Preferred Stock, 4.60% Series $xxx.xx per Share
Cumulative Preferred Stock, 4.80% Series $xxx.xx per Share
Cumulative Preferred Stock, 6% Series $xxx.xx per Share
Cumulative Preferred Stock, 8.20% Series $xxx.xx per Share
in each case net to the seller in cash, upon the terms and subject to the
conditions set forth in this Offer to Purchase and Proxy Statement and in the
accompanying Letter of Transmittal and Proxy (which together constitute the
"Offer"). The Shares constitute all of the outstanding shares of preferred stock
of IPL. IPALCO will purchase all Shares validly tendered and not properly and
timely withdrawn, upon the terms and subject to the conditions of the Offer. See
"Terms of the Offer -- Certain Conditions of the Offer" and "Terms of the Offer
- -- Extension of Tender Period; Termination; Amendments."
In the event that all Shares of the 8.20% Series of Preferred (the
"8.20% Shares") are not acquired by IPALCO pursuant to the Offer, IPL intends to
redeem all the 8.20% Shares which remain outstanding at a redemption price of
$101.00 per 8.20% Share pursuant to Article 6A, Section 4(c) of IPL's Amended
Articles of Incorporation (the "Articles") and the provisions of the 8.20%
Series' authorizing resolutions.
THE OFFER FOR A SERIES OF PREFERRED IS NOT CONDITIONED UPON ANY MINIMUM
NUMBER OF SHARES OF SUCH SERIES OF PREFERRED BEING TENDERED AND IS INDEPENDENT
OF THE OFFER FOR ANY OTHER SERIES OF PREFERRED. PREFERRED SHAREHOLDERS
(INCLUDING PREFERRED SHAREHOLDERS WHO ACQUIRE SHARES SUBSEQUENT TO THE RECORD
DATE) WHO WISH TO TENDER THEIR SHARES PURSUANT TO THE OFFER MUST VOTE IN FAVOR
OF THE PROPOSED AMENDMENT. MOREOVER, THE OFFER IS CONDITIONED UPON, AMONG OTHER
THINGS, THE PROPOSED AMENDMENT BEING APPROVED AND ADOPTED AT THE SPECIAL
MEETING. SEE "TERMS OF THE OFFER -- CERTAIN CONDITIONS OF THE OFFER."
IN ORDER TO VALIDLY TENDER SHARES PURSUANT TO THE OFFER, PREFERRED
SHAREHOLDERS WHO ACQUIRE SHARES DURING THE PERIOD BEGINNING TWO DAYS PRIOR TO
THE RECORD DATE AND UP TO AND INCLUDING THE EXPIRATION DATE MUST OBTAIN AN
ASSIGNMENT OF PROXY FROM THE SELLER OF SUCH SHARES AND VOTE SUCH PROXY IN FAVOR
OF THE PROPOSED AMENDMENT. IN ORDER TO FACILITATE THE TRANSFER OF SHARES DURING
THE PERIOD DESCRIBED ABOVE, THE SHARES OF EACH SERIES OF PREFERRED WILL TRADE
"WITH PROXY" IN THE OVER-THE-COUNTER MARKET. SETTLEMENT OF ALL TRADES DURING THE
PERIOD DESCRIBED ABOVE SHOULD INCLUDE AN ASSIGNMENT OF PROXY FROM THE SELLER.
SEE "TERMS OF THE OFFER - PROCEDURE FOR TENDERING SHARES." FOR FURTHER
INFORMATION, CALL THE INFORMATION AGENT OF THE DEALER MANAGERS OR CONSULT YOUR
BROKER FOR ASSISTANCE.
A regular quarterly dividend has been declared on each Share, payable
on October 1, 1997, to the owner of record on September 19, 1997 (the "October
Dividend"). A tender and purchase of Shares pursuant to the Offer or a
redemption of 8.20% Shares will not deprive a shareholder of his or her right to
receive the October Dividend on Shares held of record on September 19, 1997,
regardless of whether such shareholder tenders his or her Shares in the Offer
prior to that date. Tendering shareholders will not be entitled to any dividends
in respect of any later dividend periods, or any portion thereof.
<PAGE>
Concurrently with the Offer, the Board of Directors of IPL is
soliciting proxies from Preferred Shareholders for use at the Special Meeting of
Shareholders of IPL to be held at its principal office, One Monument Circle,
Indianapolis, Indiana 46204, on _________, _________, 1997, or any adjournment
or postponement of such meeting (the "Special Meeting"). The Special Meeting is
being held to consider an amendment (the "Proposed Amendment") to the Articles
of IPL which would remove a provision of the Articles that limits IPL's ability
to issue unsecured debt (the "Debt Limitation Provision"). PREFERRED
SHAREHOLDERS (INCLUDING PREFERRED SHAREHOLDERS WHO ACQUIRE SHARES SUBSEQUENT TO
THE RECORD DATE) WHO WISH TO TENDER THEIR SHARES PURSUANT TO THE OFFER MUST
SUBMIT A DULY COMPLETED, VALID AND UNREVOKED PROXY INDICATING THEIR VOTE IN
FAVOR OF THE PROPOSED AMENDMENT OR INDICATE IN THE ACCOMPANYING PROXY THEIR
INTENTION TO VOTE FOR THE PROPOSED AMENDMENT AT THE SPECIAL MEETING. HOWEVER,
PREFERRED SHAREHOLDERS OF RECORD HAVE THE RIGHT TO VOTE ON THE PROPOSED
AMENDMENT REGARDLESS OF WHETHER THEY TENDER THEIR SHARES. IF THE PROPOSED
AMENDMENT IS APPROVED AND ADOPTED, IPL WILL MAKE A SPECIAL CASH PAYMENT IN THE
AMOUNT OF $1.00 PER SHARE TO EACH PREFERRED SHAREHOLDER WHO VOTED IN FAVOR OF
THE PROPOSED AMENDMENT, PROVIDED THAT SUCH SHARES HAVE NOT BEEN TENDERED
PURSUANT TO THE OFFER. THOSE PREFERRED SHAREHOLDERS WHO VALIDLY TENDER THEIR
SHARES WILL BE ENTITLED ONLY TO THE PURCHASE PRICE PER SHARE LISTED ABOVE.
IPALCO will pay to each designated Soliciting Dealer (as defined
herein) a solicitation fee for Shares tendered, accepted for payment and paid
for pursuant to the Offer, and for all Shares voted in favor of the Proposed
Amendment, whether or not tendered, subject to certain conditions. See "Fees and
Expenses Associated with the Offer."
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION (THE "COMMISSION" OR "SEC") OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE FAIRNESS OR MERITS OF SUCH TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF
THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY
IS UNLAWFUL.
NEITHER IPALCO, IPL, THEIR RESPECTIVE BOARDS OF DIRECTORS, NOR ANY OF
THEIR RESPECTIVE OFFICERS MAKES ANY RECOMMENDATION TO ANY PREFERRED SHAREHOLDER
AS TO WHETHER TO TENDER ANY OR ALL SHARES. EACH PREFERRED SHAREHOLDER MUST MAKE
HIS OR HER OWN DECISION AS TO WHETHER TO TENDER HIS OR HER SHARES AND, IF SO,
HOW MANY SHARES TO TENDER.
IPL'S BOARD OF DIRECTORS RECOMMENDS VOTING FOR THE PROPOSED AMENDMENT.
<PAGE>
Each Series of Preferred is traded in the over-the-counter market (the
"OTC") and is not listed on any national securities exchange nor quoted on the
automated quotation system of a registered securities association. As of
_______, 1997, the last reported sales prices as reported by the National
Quotation Bureau, Inc. were $_____ for the 4% Series of Preferred (on _______,
1997); $_____ for the 6% Series of Preferred (on _______, 1997); and $______ for
the 8.20% Series of Preferred (on ______, 1997). There were no sales prices
available for the 4.20% Series of Preferred, the 4.60% Series of Preferred and
the 4.80% Series of Preferred. IPALCO and IPL believe that such last reported
sales price with respect to each Series of Preferred may not be indicative of
the market value of the Shares of such Series of Preferred. Preferred
Shareholders are urged to obtain current market quotations, if available, for
the Shares. See "Price Range of Shares; Dividends."
Neither IPALCO, IPL nor any of their affiliates currently own any
Shares.
SPECIAL FACTORS
Purpose Of The Offer; Certain Effects Of The Offer; Plans Of IPALCO And IPL
After The Offer
Purpose of the Offer. IPALCO believes that the purchase of the Shares
at this time represents an attractive economic opportunity that will benefit
IPALCO, its shareholders and IPL. The Board of Directors of IPALCO has
authorized the Offer by a unanimous vote.
IPALCO believes the Offer is fair to unaffiliated Preferred
Shareholders. In making this determination, IPALCO considered that (a) the Offer
provides Preferred Shareholders the opportunity to sell their Shares at a price
which IPALCO believes to be at a premium over the respective market price of
Shares of each Series of Preferred on the date of the announcement of the Offer
and (b) the Offer provides Preferred Shareholders the opportunity to sell those
Shares for cash without the usual transaction costs associated with a market
sale. IPALCO did not find it practicable to, and did not, quantify or otherwise
assign relative weights to these considerations. Trading of the Shares of each
Series of Preferred has been limited and sporadic. Therefore, IPALCO determined
the Purchase Price for each Series of Preferred with reference to certain
objective factors, including, but not limited to, yields on U.S. Treasury and
municipal securities, yields on comparable preferred securities, the prior
trading characteristics of each Series of Preferred, and the current redemption
price of each Series of Preferred, as well as certain subjective factors,
including, but not limited to, general industry outlook, general market supply
of securities of similar type, and supply and demand factors in the securities
markets generally. Although the weighing of these factors is subjective, IPALCO
gave relatively more weight to objective factors, such as yields on U.S.
Treasury and municipal securities, yields on comparable preferred securities,
and current redemption prices of the Series of Preferred.
<PAGE>
Neither IPALCO, IPL nor their respective Boards of Directors received
any report, opinion or appraisal from an outside party which is related to the
Offer, including, but not limited to, any report, opinion or appraisal relating
to the consideration or the fairness of the consideration to be offered to the
holders of the Shares or the fairness of such Offer to IPALCO, IPL or the
unaffiliated holders of Shares. Neither Board of Directors nor any director of
IPALCO or IPL has retained an unaffiliated representative to act solely on
behalf of unaffiliated holders of Shares for the purposes of negotiating the
terms of the Offer or preparing a report concerning the fairness of the Offer.
Neither IPALCO, IPL nor their respective Boards of Directors believed these
measures were necessary to ensure fairness in light of the fact that the Offer
will not result in a liquidation or change in control in IPALCO, IPL or any of
their affiliates.
Certain Effects of the Offer; Plans of IPALCO and IPL After the Offer.
Following the consummation of the Offer, the business and operations of IPL will
be continued substantially as they are currently being conducted. Except as
otherwise described in this Offer to Purchase and Proxy Statement, IPALCO and
IPL have no current plans or proposals that relate to or would result in: (a)
the acquisition by any person of additional securities of IPL or the disposition
of securities of IPL; (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving IPL or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of IPL or any of its
subsidiaries; (d) any change in the present Board or management of IPL; (e) any
material change in the present dividend rate or policy, or indebtedness or
capitalization of IPL; (f) any other material change in IPL's corporate
structure or business; (g) any change in IPL's Articles or By-laws or any
actions that may impede the acquisition of control of IPL by any person; (h) a
class of equity securities of IPL being delisted from a national securities
exchange; (i) a class of equity securities of IPL becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"); or (j) the suspension of
IPL's obligation to file reports pursuant to Section 15(d) of the Exchange Act.
Following expiration of the Offer, IPALCO or one of its affiliates
(including IPL) may determine to purchase additional Shares on the open market,
in privately negotiated transactions, through one or more tender offers or
otherwise. Any such purchases may be on the same terms as, or on terms which are
more or less favorable to holders of Shares than, the terms of the Offer.
However, Rule 13e-4(f)(6) under the Exchange Act prohibits IPALCO and its
affiliates from purchasing any Shares of a Series of Preferred, other than
pursuant to the Offer, until at least ten business days after the Expiration
Date with respect to that Series of Preferred. Any future purchases of Shares by
IPALCO or one of its affiliates would depend on many factors, including the
market price of the Shares, IPALCO's business and financial position,
restrictions on IPALCO's ability to purchase Shares imposed by law and general
economic and market conditions.
Preferred Shareholders are not under any obligation to tender their
Shares pursuant to the Offer. The Offer does not constitute notice of redemption
of any Series of Preferred pursuant to IPL's Articles. Moreover, the Offer does
not constitute a waiver by IPL of any option it has to redeem Shares of any of
its Series of Preferred. All such Shares remaining outstanding after the Offer
will continue to be redeemable at the option of IPL at the applicable redemption
price plus accumulated and unpaid dividends to the date of redemption.
<PAGE>
All the Shares are redeemable at the option of IPL, pursuant to Article
6A, Section 4(c) of IPL's Articles and the provisions of each Series of
Preferred's authorizing resolutions, at the following prices per share: $118 for
the 4% Series; $103 for the 4.20% Series; $103 for the 4.60% Series; $101 for
the 4.80% Series; $102 for the 6% Series; and $101 for the 8.20% Series, plus
all accumulated and unpaid dividends thereon to the date of redemption.
In the event that all of the 8.20% Shares are not acquired by IPALCO
pursuant to the Offer, IPL intends to redeem all the 8.20% Shares which remain
outstanding at a redemption price of $101.00 per 8.20% Share pursuant to Article
6A, Section 4(c) of IPL's Articles and the provisions of the 8.20% Series'
authorizing resolutions.
Upon voluntary liquidation, dissolution or winding up of IPL, owners of
the Shares would be entitled to receive an amount equal to the liquidation
preference per share ($118 for the 4% Series; $103 for the 4.20% Series; $103
for the 4.60% Series; $101 for the 4.80% Series; $102 for the 6% Series; and
$101 for the 8.20% Series) plus all accumulated and unpaid dividends thereon to
the date of payment, prior to the payment of any amounts to the holders of
shares of IPL's common stock, without par value (the "Common Shares"). The
Shares of each Series of Preferred have no preemptive or conversion rights.
Shares validly tendered to the Depositary pursuant to the Offer and not
properly and timely withdrawn in accordance with the procedures set forth herein
shall be held until the Expiration Date (or returned to the extent the Offer is
terminated in accordance herewith). To the extent that the Proposed Amendment is
approved and the Shares tendered are accepted for payment and paid for in
accordance with the terms hereof, IPALCO intends to transfer its Shares to IPL
and, at that time, it is expected that IPL will retire and cancel the Shares.
However, in the event the Proposed Amendment is not adopted at the Special
Meeting, IPALCO may elect, but is not obligated, to waive, subject to applicable
law, such condition. In that case, subsequent to IPALCO's waiver and purchase of
the Shares, IPL anticipates, as promptly as practicable thereafter, that it
would call another special meeting of its shareholders and solicit proxies
therefrom for an amendment substantially similar to the Proposed Amendment. At
that meeting, IPALCO would vote any Shares acquired by it pursuant to the Offer
or otherwise (together with its shares of IPL common stock) in favor of such
amendment, thereby maximizing the prospects for the adoption of the amendment.
Therefore, if the Proposed Amendment (or an amendment similar thereto) is
ultimately successful, it is likely that the Offer will reduce the number of
Shares of each of the Series of Preferred that might otherwise trade publicly or
become available for purchase and/or sale and likely will reduce the number of
owners of Shares of each of the Series of Preferred, which could adversely
affect the liquidity and market value of the Shares not purchased in the Offer.
There can be no assurance that any trading market will exist for the Shares
following consummation of the Offer. To the extent a market continues to exist
for the Shares after the Offer, the Shares may trade at a discount compared to
present trading depending on the market for shares with similar features, the
performance of IPL and other factors. There is no assurance that an active
market in the Shares will exist and no assurance as to the prices at which the
Shares may trade.
<PAGE>
In addition, the 4% Series, 6% Series and 8.20% Series are currently
registered under Section 12(g) of the Exchange Act. Registration of the Shares
under the Exchange Act may be terminated upon the application by IPL to the SEC
if the Shares are neither listed on a national securities exchange nor held by
more than 300 holders of record. Termination of registration of the Shares under
the Exchange Act would substantially reduce the information required to be
furnished to Preferred Shareholders and could make certain other provisions of
the Exchange Act no longer applicable to IPL, such as the requirement of Rule
13e-3 thereunder with respect to "going private" transactions.
As of _______, 1997, the ratings of IPL's preferred stock, including
each Series of Preferred, by Moody's Investors Service, Inc. ("Moody's"),
Standard & Poor's Ratings Services ("S&P") and Duff & Phelps Credit Rating Co.
("D&P") were "aa2," "A+," and "AA-," respectively.
Other Potential Effects of the Proposed Amendment on Preferred
Shareholders Who Do Not Tender. If the Proposed Amendment becomes effective,
Preferred Shareholders of Shares that are not tendered and purchased pursuant to
the Offer will no longer be entitled to the benefits of the Debt Limitation
Provision, which will have been deleted by the Proposed Amendment. As discussed
herein, the Debt Limitation Provision places restrictions on IPL's ability to
issue or assume unsecured indebtedness. Although IPL's debt instruments may
contain certain restrictions on IPL's ability to issue or assume debt, any such
restrictions may be waived or amended by the parties thereto and the increased
flexibility afforded IPL by the deletion of the Debt Limitation Provision may
permit IPL to take certain actions that may increase the credit risks with
respect to IPL, adversely affecting the market price and credit rating of the
remaining Shares or otherwise be materially adverse to the interests of the
remaining Preferred Shareholders. In addition, to the extent that IPL elects to
issue additional unsecured debt, the remaining Preferred Shareholders' relative
position in IPL's capital structure could be perceived to decline, which in turn
could adversely affect the market price and credit rating of the remaining
Shares. See "Proposed Amendment and Proxy Solicitation -- Business To Come
Before The Special Meeting."
NEITHER IPALCO, IPL, THEIR RESPECTIVE BOARDS OF DIRECTORS, NOR ANY OF
THEIR RESPECTIVE OFFICERS MAKES ANY RECOMMENDATION TO ANY PREFERRED SHAREHOLDER
AS TO WHETHER TO TENDER ALL OR ANY SHARES. EACH PREFERRED SHAREHOLDER MUST MAKE
HIS OR HER OWN DECISION AS TO WHETHER TO TENDER HIS OR HER SHARES AND, IF SO,
HOW MANY SHARES TO TENDER.
Certain Legal Matters; Regulatory Approvals; No Dissenters' Rights
<PAGE>
Neither IPALCO nor IPL needs to obtain approval from the Indiana
Utility Regulatory Commission to undertake the Offer or the proxy solicitation.
IPALCO is not aware of any license or regulatory permit that would be material
to IPALCO's or IPL's business that might be adversely affected by IPALCO's
acquisition of Shares as contemplated in the Offer or of any other approval or
other action by any government or governmental, administrative or regulatory
authority or agency, domestic or foreign, that would be required for IPALCO's
acquisition of Shares pursuant to the Offer. Should any approval or other action
be required, IPALCO currently contemplates that it will seek such approval or
other action. IPALCO cannot predict whether it may determine that it is required
to delay the acceptance for payment of, or payment for, Shares tendered pursuant
to the Offer pending the outcome of any such matter. There can be no assurance
that any such approval or other action, if needed, would be obtained or would be
obtained without substantial conditions or that the failure to obtain any such
approval or other action might not result in adverse consequences to IPALCO's or
IPL's business. IPALCO intends to make all required filings under the Exchange
Act. IPALCO's obligation under the Offer to accept for payment, or make payment
for, Shares is subject to certain conditions. See "Terms of the Offer -- Certain
Conditions of the Offer."
Except for adoption of the Proposed Amendment, which condition can be
waived by IPALCO, no approval of the holders of any Shares or the holders of any
of IPL's other securities or the holders of IPALCO's securities is required in
connection with the Offer. See "Proposed Amendment and Proxy Solicitation."
No dissenters' rights are available to holders of Shares in connection
with the Offer. See "Proposed Amendment and Proxy Solicitation."
TERMS OF THE OFFER
Number Of Shares; Purchase Prices; Expiration Date; Dividends
Upon the terms and subject to the conditions described herein and in
the applicable Letter of Transmittal and Proxy, IPALCO will purchase any and all
Shares that are validly tendered on or prior to the applicable Expiration Date
(and not properly withdrawn in accordance with "Terms of the Offer -- Withdrawal
Rights") at the Purchase Price per Share listed on the front cover of this Offer
to Purchase and Proxy Statement for the Shares tendered, net to the seller in
cash. See "Terms of the Offer -- Certain Conditions of the Offer" and "Terms of
the Offer -- Extension of Tender Period; Termination; Amendments."
In the event that all the 8.20% Shares are not acquired by IPALCO
pursuant to the Offer, IPL intends to redeem all the 8.20% Shares which remain
outstanding at a redemption price of $101.00 per 8.20% Share pursuant to Article
6A, Section 4(c) of IPL's Articles and the provisions of the 8.20% Series'
authorizing resolutions.
<PAGE>
THE OFFER FOR A SERIES OF PREFERRED IS NOT CONDITIONED UPON ANY MINIMUM
NUMBER OF SHARES OF SUCH SERIES OF PREFERRED BEING TENDERED AND IS INDEPENDENT
OF THE OFFER FOR ANY OTHER SERIES OF PREFERRED. PREFERRED SHAREHOLDERS
(INCLUDING PREFERRED SHAREHOLDERS WHO ACQUIRE SHARES SUBSEQUENT TO THE RECORD
DATE) WHO WISH TO TENDER THEIR SHARES PURSUANT TO THE OFFER MUST VOTE IN FAVOR
OF THE PROPOSED AMENDMENT. MOREOVER, THE OFFER IS CONDITIONED UPON, AMONG OTHER
THINGS, THE PROPOSED AMENDMENT BEING APPROVED AND ADOPTED AT THE SPECIAL
MEETING. SEE "TERMS OF THE OFFER -- CERTAIN CONDITIONS OF THE OFFER."
The Offer is being sent to all persons in whose names Shares are
registered on the books of IPL on _________, 1997. Preferred Shareholders who
purchase or whose purchase is registered after the Record Date and who wish to
tender their Shares in the Offer must arrange with their seller to receive an
assignment of proxy from the holder of record on the Record Date. In order to
facilitate receipt of Proxies, Shares shall, during the period which commences
___________, 1997 (two business days prior to the Record Date) and which will
end at the close of business on the Expiration Date, trade in the
over-the-counter market with a proxy providing the transferee with the right to
vote such acquired Shares in the Proxy Solicitation. No record date is fixed for
determining which persons are permitted to tender Shares. However, only the
holders of record, or holders who acquire an assignment of proxy from such
holders, are permitted to vote for the Proposed Amendment and thereby validly
tender Shares pursuant to the Offer. As such, any person who is the beneficial
owner but not the record holder of the Shares must (i) arrange for the record
transfer of Shares prior to tendering or (ii) direct such record holder to
tender the Shares and vote in favor of the Proposed Amendment on behalf of such
beneficial owner.
With respect to each Series of Preferred, the Expiration Date is the
later of 5:00 p.m., New York City time, on _________, _________, 1997, or the
latest time and date to which the Offer with respect to such Series of Preferred
is extended. IPALCO expressly reserves the right, in its sole discretion, and at
any time and/or from time to time, to extend the period of time during which the
Offer for any Series of Preferred is open, by giving oral or written notice of
such extension to the Depositary, without extending the period of time during
which the Offer for any other Series of Preferred is open. There is no assurance
whatsoever that IPALCO will exercise its right to extend the Offer for any
Series of Preferred. If IPALCO decides, in its sole discretion, to decrease the
number of Shares of any Series of Preferred being sought or to increase or
decrease the consideration offered in the Offer to holders of any Series of
Preferred and, at the time that notice of such increase or decrease is first
published, sent or given to holders of such Series of Preferred in the manner
specified herein, the Offer for such Series of Preferred is scheduled to expire
at any time earlier than the tenth business day from the date that such notice
is first so published, sent or given, such Offer will be extended until the
expiration of such ten-business-day period. For purposes of the Offer, a
"business day" means any day other than a Saturday, Sunday or federal holiday,
and consists of the time period from 12:01 a.m. through 12:00 midnight, New York
City time.
NO ALTERNATIVE, CONDITIONAL OR CONTINGENT TENDERS WILL BE ACCEPTED AND
NO TENDERS WILL BE ACCEPTED IN RESPECT OF SHARES FOR WHICH A VOTE IN FAVOR OF
THE PROPOSED AMENDMENT HAS NOT BEEN CAST AT THE SPECIAL MEETING. SUCH VOTE MAY
BE CAST BY PROPERLY COMPLETING THE FORM OF PROXY THAT IS A PART OF THE
APPLICABLE LETTER OF TRANSMITTAL AND PROXY OR BY VOTING IN PERSON BY BALLOT AT
THE SPECIAL MEETING.
The October Dividend has been declared on each Series of Preferred,
payable on October 1, 1997, to Preferred Shareholders of record on September 19,
1997. A tender and purchase of Shares pursuant to the Offer or a redemption of
8.20% Shares will not deprive a shareholder of his or her right to receive the
October Dividend on Shares held of record on September 19, 1997, regardless of
whether such shareholder tenders his or her Shares in the Offer prior to that
date. Tendering shareholders will not be entitled to any dividends in respect of
any later dividend periods, or any portion thereof. The payment of the October
Dividend will be made separately from payments for Shares tendered in the Offer
or redeemed.
<PAGE>
Procedure For Tendering Shares
Valid Tender. IN ORDER TO VALIDLY TENDER SHARES PURSUANT TO THE OFFER,
PREFERRED SHAREHOLDERS WHO ACQUIRE SHARES DURING THE PERIOD BEGINNING TWO DAYS
PRIOR TO THE RECORD DATE AND UP TO AND INCLUDING THE EXPIRATION DATE MUST OBTAIN
AN ASSIGNMENT OF PROXY FROM THE SELLER OF SUCH SHARES AND VOTE SUCH PROXY IN
FAVOR OF THE PROPOSED AMENDMENT. IN ORDER TO FACILITATE THE TRANSFER OF SHARES
DURING THE PERIOD DESCRIBED ABOVE, THE SHARES OF EACH SERIES OF PREFERRED WILL
TRADE "WITH PROXY" IN THE OVER-THE-COUNTER MARKET. SETTLEMENT OF ALL TRADES
DURING THE PERIOD DESCRIBED ABOVE SHOULD INCLUDE AN ASSIGNMENT OF PROXY FROM THE
SELLER.
The Shares will trade, during the period which begins two days prior to
the Record Date and which will end at the close of business on the Expiration
Date, in the over-the-counter market under the symbols "INPOP" for the 4%
Series, "INPOO" for the 4.20% Series, "INPOG" for the 4.60% Series, "INDPL" for
the 4.80% Series, "INPOL" for the 6% Series, and "INPON" for the 8.20% Series,
indicating that such Shares are trading "with proxy." A Preferred Shareholder
who acquires Shares during this period must obtain, or have his or her
authorized representative obtain, an assignment of proxy (which is included in
the applicable Letter of Transmittal and Proxy) at settlement from the seller.
The National Association of Securities Dealers, Inc. (the "NASD") and the
Depository Trust Company ("DTC") have issued notices informing their members and
participants that the Shares will trade "with proxy" and that settlement of all
trades during the period described above should include an assignment of proxy
from the seller.
FOR FURTHER INFORMATION, CALL THE INFORMATION AGENT OR THE DEALER
MANAGERS OR CONSULT YOUR BROKER FOR ASSISTANCE.
Further, to tender his or her Shares pursuant to the Offer, the
tendering owner of Shares must either:
(a) send to the Depositary (at one of its addresses set forth on the
back cover of this Offer to Purchase and Proxy Statement) a properly
completed and duly executed Letter of Transmittal and Proxy, or
facsimile thereof (which will either deliver such owner's proxy in
favor of the Proposed Amendment or indicate such owner's intention to
vote in favor of the Proposed Amendment at the Special Meeting in
person by ballot), together with any required signature guarantees and
any other documents required by the Letter of Transmittal and Proxy and
either (i) certificates for the Shares to be tendered must be received
by the Depositary at one of such addresses or (ii) such Shares must be
delivered pursuant to the procedures for book-entry transfer described
herein (and a confirmation of such delivery must be received by the
Depositary), in each case by the Expiration Date; or
(b) comply with the guaranteed delivery procedure described under "--
Guaranteed Delivery Procedure" below.
The Depositary will establish an account with respect to the Shares at
The Depository Trust Company and Philadelphia Depository Trust Company
(collectively referred to as the "Book-Entry Transfer Facilities") for purposes
of the Offer within two business days after the date of this Offer to Purchase
and Proxy Statement, and any financial institution that is a participant in the
system of any Book-Entry Transfer Facility may make delivery of Shares by
causing such Book-Entry Transfer Facility to transfer such Shares into the
Depositary's account in accordance with the procedures of such Book-Entry
Transfer Facility. Although delivery of Shares may be effected through
book-entry transfer, such delivery must be accompanied by either (a) a properly
completed and duly executed Letter of Transmittal and Proxy, or facsimile
thereof, together with any required signature guarantees and any other required
documents or (b) an Agent's Message (as hereinafter defined) and, in any case,
must be received by the Depositary at one of its addresses set forth on the back
cover of this Offer to Purchase and Proxy Statement by the Expiration Date. The
confirmation of a book-entry transfer of Shares into the Depositary's account at
a Book-Entry Transfer Facility as described above is referred to herein as a
"Book-Entry Confirmation."
The term "Agent's Message" means a message, transmitted by one of the
Book-Entry Transfer Facilities, received by the Depositary and forming a part of
the book-entry transfer when a tender is initiated, which states that the
Book-Entry Transfer Facility has received an express acknowledgment from a
participant tendering Shares that such participant has received and agrees to be
bound by the terms of the Letter of Transmittal and Proxy and that IPALCO may
enforce such agreement against such participant.
<PAGE>
Signature Guarantees. Except as otherwise provided below, all
signatures on a Letter of Transmittal and Proxy must be guaranteed by a firm
that is a member of a registered national securities exchange or the National
Association of Securities Dealers, Inc., or by a commercial bank or trust
company having an office or correspondent in the United States that is a
participant in an approved Signature Guarantee Medallion Program (each of the
foregoing being referred to as an "Eligible Institution"). Signatures on a
Letter of Transmittal and Proxy need not be guaranteed if (a) the Letter of
Transmittal and Proxy is signed by the registered owner of the Shares tendered
therewith and such owner has not completed the box entitled "Special Payment
Instructions" or the box entitled "Special Delivery Instructions" on the Letter
of Transmittal and Proxy, (b) such Shares are tendered for the account of an
Eligible Institution or (c) such Letter of Transmittal and Proxy is being used
solely for the purpose of voting Shares which are not being tendered pursuant to
the Offer. See Instructions 1 and 5 of the Letter of Transmittal and Proxy.
Guaranteed Delivery Procedure. If a Preferred Shareholder desires to
tender his or her Shares pursuant to the Offer and such Preferred Shareholder's
certificates are not immediately available or the procedures for book-entry
transfer cannot be completed on a timely basis or time will not permit all
required documents to reach the Depositary prior to the Expiration Date, such
Shares may nevertheless be tendered if all of the following guaranteed delivery
procedures are complied with:
(a) such tender is made by or through an Eligible Institution;
(b) a properly completed and duly executed Notice of Guaranteed
Delivery and Proxy, substantially in the form provided by IPALCO and
IPL herewith, is received (with any required signatures or signature
guarantees) by the Depositary as provided below prior to the Expiration
Date; and
(c) the certificates for all tendered Shares in proper form for
transfer or a Book-Entry Confirmation with respect to all tendered
Shares, together with a properly completed and duly executed Letter of
Transmittal and Proxy, or a manually signed facsimile thereof, and any
other documents required by the Letter of Transmittal and Proxy, are
received by the Depositary no later than 5:00 p.m., New York City time,
within three New York Stock Exchange ("NYSE") trading days after the
date of execution of such Notice of Guaranteed Delivery and Proxy. A
NYSE trading day is any day on which the NYSE is open for business.
THE NOTICE OF GUARANTEED DELIVERY AND PROXY MAY BE DELIVERED BY HAND OR
TRANSMITTED BY FACSIMILE TRANSMISSION OR MAILED TO THE DEPOSITARY AND MUST
INCLUDE AN ENDORSEMENT BY AN ELIGIBLE INSTITUTION IN THE FORM SET FORTH IN SUCH
NOTICE OF GUARANTEED DELIVERY AND PROXY.
In all cases, Shares shall not be deemed validly tendered unless a
properly completed and duly executed Letter of Transmittal and Proxy, or a
manually signed facsimile thereof, or, if applicable, a Book-Entry Confirmation
is received by the Depositary within the applicable time limits and a vote in
favor of the Proposed Amendment in respect of the Shares has been cast at the
Special Meeting in person or by completion and execution of the proxy (which
proxy must be the form of proxy that is a part of the applicable Letter of
Transmittal and Proxy).
<PAGE>
Notwithstanding any other provision hereof, payment for Shares accepted
for payment pursuant to the Offer in all cases will be made only after timely
receipt by the Depositary of certificates for (or a Book-Entry Confirmation with
respect to) such Shares, a Letter of Transmittal and Proxy, or a manually signed
facsimile thereof, properly completed and duly executed, with any required
signature guarantees and all other documents required by the Letter of
Transmittal and Proxy. Accordingly, tendering Preferred Shareholders may be paid
at different times depending upon when certificates for Shares or Book-Entry
Confirmations are actually received by the Depositary. Under no circumstances
will interest be paid on the Purchase Price for Shares tendered to IPALCO
pursuant to the Offer, regardless of any extension of the Offer or any delay in
making such payment.
THE METHOD OF DELIVERY OF SHARES AND ALL OTHER REQUIRED DOCUMENTS IS AT
THE OPTION AND RISK OF THE TENDERING PREFERRED SHAREHOLDER. IF DELIVERY IS BY
MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. BECAUSE IT IS THE TIME OF RECEIPT, NOT THE TIME OF MAILING, WHICH
DETERMINES WHETHER A TENDER HAS BEEN MADE PRIOR TO THE EXPIRATION DATE,
SUFFICIENT TIME SHOULD BE ALLOWED FOR DELIVERY.
Backup Withholding. To avoid federal income tax backup withholding
equal to 31% of the gross payments made pursuant to the Offer, each tendering
Preferred Shareholder must notify the Depositary of such Preferred Shareholder's
correct taxpayer identification number and provide certain other information by
properly completing and executing the Substitute Form W-9 included in the Letter
of Transmittal and Proxy. Foreign Preferred Shareholders must submit a properly
completed Form W-8 in order to avoid the applicable backup withholding;
provided, however, that backup withholding will not apply to foreign
stockholders subject to 30% (or lower treaty rate) withholding on gross payments
received pursuant to the Offer. See "Certain Federal Income Tax Consequences."
EACH PREFERRED SHAREHOLDER IS URGED TO CONSULT WITH HIS OR HER OWN TAX
ADVISOR REGARDING THE TAX CONSEQUENCES OF THE OFFER.
Determinations of Validity. All questions as to the form of documents
and the validity, eligibility (including the time of receipt) and acceptance for
payment of any tender of Shares will be determined by IPALCO, in its sole
discretion, and its determination will be final and binding. IPALCO reserves the
absolute right to reject any or all tenders of Shares that (a) it determines are
not in proper form or (b) the acceptance for payment of, or payment for which,
may, in the opinion of IPALCO's counsel, be unlawful. IPALCO also reserves the
absolute right to waive any defect or irregularity in any tender of Shares. None
of IPALCO, IPL, the Dealer Managers, the Depositary, the Information Agent or
any other person will be under any duty to give notice of any defect or
irregularity in tenders, nor shall any of them incur any liability for failure
to give any such notice.
Withdrawal Rights
ANY SHARES FOR WHICH A VOTE IN FAVOR OF THE PROPOSED AMENDMENT WAS NOT
VALIDLY CAST AT THE SPECIAL MEETING WILL BE DEEMED WITHDRAWN AND NOT VALIDLY
TENDERED BY THE APPLICABLE PREFERRED SHAREHOLDER.
Tenders of Shares made pursuant to the Offer may be withdrawn at any
time prior to the Expiration Date. Thereafter, such tenders are irrevocable,
except that they may be withdrawn after _______, __________, 1997, unless
theretofore accepted for payment as provided in this Offer to Purchase and Proxy
Statement.
The proxy accompanying any tendered Shares that are withdrawn will not
be considered revoked unless the Preferred Shareholder specifically revokes such
proxy as described herein. See "Proposed Amendment and Proxy Solicitation -
Proxies."
<PAGE>
To be effective, a written or facsimile transmission notice of
withdrawal must be timely received by the Depositary, at one of its addresses
set forth on the back cover of this Offer to Purchase and Proxy Statement, and
must specify the name of the person who tendered the Shares to be withdrawn and
the number of Shares to be withdrawn. If the Shares to be withdrawn have been
delivered to the Depositary, a signed notice of withdrawal with signatures
guaranteed by an Eligible Institution (except in the case of Shares tendered by
an Eligible Institution) must be submitted prior to the release of such Shares.
In addition, such notice must specify, in the case of Shares tendered by
delivery of certificates, the name of the registered owner (if different from
that of the tendering Preferred Shareholder) and the serial numbers shown on the
particular certificates evidencing the Shares to be withdrawn or, in the case of
Shares tendered by book-entry transfer, the name and number of the account at
one of the Book-Entry Transfer Facilities to be credited with the withdrawn
Shares and the name of the registered holder (if different from the name of such
account). Withdrawals may not be rescinded, and Shares withdrawn will thereafter
be deemed not validly tendered for purposes of the Offer. However, withdrawn
Shares may be re-tendered by again following one of the procedures described in
"Terms of the Offer -- Procedure for Tendering Shares" at any time prior to the
Expiration Date.
All questions as to the form and validity (including time of receipt)
of any notice of withdrawal will be determined by IPALCO, in its sole
discretion, and its determination will be final and binding. None of IPALCO,
IPL, the Dealer Managers, the Depositary, the Information Agent or any other
person will be under any duty to give notification of any defect or irregularity
in any notice of withdrawal or will incur any liability for failure to give any
such notification.
Acceptance Of Shares For Payment And Payment Of Purchase Price
Upon the terms and subject to the conditions of the Offer, and as
promptly as practicable after the Expiration Date, IPALCO will accept for
payment (and thereby purchase) and pay for Shares validly tendered and not
withdrawn as permitted in "Terms of the Offer -- Withdrawal Rights." In all
cases, payment for Shares accepted for payment pursuant to the Offer will be
made promptly but only after timely receipt by the Depositary of certificates
for such Shares (or of a Book-Entry Confirmation), a properly completed and duly
executed Letter of Transmittal and Proxy (or facsimile thereof) and any other
required documents. Accordingly, tendering Preferred Shareholders may be paid at
different times depending upon when certificates for Shares or Book-Entry
Confirmations are actually received by the Depositary.
For purposes of the Offer, IPALCO will be deemed to have accepted for
payment (and thereby purchased) Shares that are validly tendered and not
withdrawn as, if and when it gives oral or written notice to the Depositary of
its acceptance for payment of such Shares. IPALCO will pay for Shares that it
has purchased pursuant to the Offer by depositing the Purchase Price therefor
with the Depositary, which will act as agent for tendering Preferred
Shareholders for the purpose of receiving payment from IPALCO and transmitting
payment to tendering Preferred Shareholders. UNDER NO CIRCUMSTANCES WILL
INTEREST BE PAID ON AMOUNTS TO BE PAID TO TENDERING PREFERRED SHAREHOLDERS,
REGARDLESS OF ANY EXTENSION OF THE OFFER OR DELAY IN MAKING SUCH PAYMENT.
<PAGE>
Certificates for all Shares not validly tendered will be returned or,
in the case of Shares tendered by book-entry transfer, such Shares will be
credited to an account maintained with a Book-Entry Transfer Facility, as
promptly as practicable, without expense to the tendering Preferred Shareholder.
If certain events occur, IPALCO may not be obligated to purchase Shares
pursuant to the Offer. See "Terms of the Offer -- Certain Conditions of the
Offer."
IPALCO will pay or cause to be paid any stock transfer taxes with
respect to the sale and transfer of any Shares to it or its order pursuant to
the Offer. If, however, payment of the Purchase Price is to be made to any
person other than the registered owner, or if tendered Shares are registered in
the name of any person other than the person signing the Letter of Transmittal
and Proxy, the amount of any stock transfer taxes (whether imposed on the
registered owner, such other person or otherwise) payable on account of the
transfer to such person will be deducted from the Purchase Price unless
satisfactory evidence of the payment of such taxes, or exemption therefrom, is
submitted. Each Preferred Shareholder will be responsible for paying any income
or gross receipts taxes imposed by any jurisdiction by reason of the sale of the
Shares and/or the Special Cash Payment (as described herein). See Instruction 6
of the accompanying Letter of Transmittal and Proxy. See also "Proposed
Amendment and Proxy Solicitation -- Special Cash Payment" and "Certain Federal
Income Tax Consequences."
Certain Conditions Of The Offer
IPALCO WILL NOT BE REQUIRED TO ACCEPT FOR PAYMENT OR PAY FOR ANY SHARES
TENDERED IF THE PROPOSED AMENDMENT IS NOT APPROVED AND ADOPTED AT THE SPECIAL
MEETING. IN ORDER TO TENDER THEIR SHARES, PREFERRED SHAREHOLDERS (INCLUDING
PREFERRED SHAREHOLDERS WHO ACQUIRE SHARES SUBSEQUENT TO THE RECORD DATE) MUST
SUBMIT A DULY COMPLETED, VALID AND UNREVOKED PROXY INDICATING THEIR VOTE IN
FAVOR OF THE PROPOSED AMENDMENT OR INDICATE IN THE ACCOMPANYING PROXY THEIR
INTENTION TO VOTE FOR THE PROPOSED AMENDMENT AT THE SPECIAL MEETING. PREFERRED
SHAREHOLDERS HAVE THE RIGHT TO VOTE ON THE PROPOSED AMENDMENT REGARDLESS OF
WHETHER THEY TENDER THEIR SHARES. ANY SHARES FOR WHICH A VOTE IN FAVOR OF THE
PROPOSED AMENDMENT WAS NOT VALIDLY CAST AT THE SPECIAL MEETING WILL BE DEEMED
WITHDRAWN AND NOT VALIDLY TENDERED BY THE APPLICABLE PREFERRED SHAREHOLDER. IF
THE PROPOSED AMENDMENT IS APPROVED AND ADOPTED, IPL WILL MAKE A SPECIAL CASH
PAYMENT, AS DESCRIBED HEREIN, TO EACH PREFERRED SHAREHOLDER WHO VOTED IN FAVOR
OF THE PROPOSED AMENDMENT, PROVIDED THAT SUCH SHARES HAVE NOT BEEN TENDERED
PURSUANT TO THE OFFER. PREFERRED SHAREHOLDERS WHO TENDER THEIR SHARES WILL ONLY
BE ENTITLED TO THE PURCHASE PRICE PER SHARE LISTED ON THE FRONT COVER OF THIS
OFFER TO PURCHASE AND PROXY STATEMENT.
Notwithstanding any other provision of the Offer, IPALCO will not be
required to accept for payment or pay for any Shares tendered, and may terminate
or amend the Offer or may postpone (subject to the requirements of the Exchange
Act for prompt payment for, or return of, Shares) the acceptance for payment of,
or payment for, Shares tendered, if at any time after __________, 1997, and at
or before acceptance for payment of or payment for any Shares, any of the
following shall have occurred (which shall not have been waived by IPALCO):
<PAGE>
(a) there shall have been threatened, instituted or pending any action
or proceeding by any government or governmental, regulatory or
administrative agency, authority or tribunal or any other person,
domestic or foreign, or before any court, authority, agency or tribunal
that (i) challenges the acquisition of Shares pursuant to the Offer or
otherwise in any manner relates to or affects the Offer or (ii) could
materially and adversely affect the business, condition (financial or
otherwise), income, operations or prospects of IPALCO and its
subsidiaries taken as a whole, or otherwise materially impair in any
way the contemplated future conduct of the business of IPALCO or any of
its subsidiaries or materially impair the Offer's contemplated benefits
to IPALCO;
(b) there shall have been any action threatened, pending or taken, or
approval withheld, or any statute, rule, regulation, judgment, order or
injunction threatened, proposed, sought, promulgated, enacted, entered,
amended, enforced or deemed to be applicable to the Offer or IPALCO or
any of its subsidiaries, by any legislative body, court, authority,
agency or tribunal that would or might directly or indirectly (i) make
the acceptance for payment of, or payment for, some or all of the
Shares illegal or otherwise restrict or prohibit consummation of the
Offer, (ii) delay or restrict the ability of IPALCO, or render IPALCO
unable, to accept for payment or pay for some or all of the Shares,
(iii) materially impair the contemplated benefits of the Offer to
IPALCO or (iv) materially affect the business, condition (financial or
otherwise), income, operations or prospects of IPALCO and its
subsidiaries taken as a whole, or otherwise materially impair in any
way the contemplated future conduct of the business of IPALCO or any of
its subsidiaries;
(c) there shall have occurred (i) any significant decrease in the
market price of the Shares or any change in the general political,
market, economic or financial conditions in the United States or abroad
that could have a material adverse effect on IPALCO's or any of its
subsidiaries' business, operations, prospects or ability to obtain
financing generally or the trading in the other equity securities of
IPALCO or any of its subsidiaries, (ii) the declaration of a banking
moratorium or any suspension of payments in respect of banks in the
United States or any limitation on, or any event that might affect the
extension of credit by lending institutions in the United States, (iii)
the commencement of war, armed hostilities or other international or
national calamity directly or indirectly involving the United States,
(iv) any general suspension of trading in, or limitation on prices for,
securities on any national securities exchange or in the
over-the-counter market, (v) in the case of any of the foregoing
existing at the time of the commencement of the Offer, a material
acceleration or worsening thereof, (vi) a decline in the ratings of
IPL's preferred stock, or any Series of Preferred, by Moody's, S&P or
D&P measured from the close of business on _________, 1997, or (vii)
any decline in either the Dow Jones Industrial Average or the Standard
and Poor's Composite 500 Stock Index by an amount in excess of 15%
measured from the close of business on _________, 1997;
<PAGE>
(d) any tender or exchange offer with respect to some or all of the
Shares (other than the Offer), or a merger, acquisition or other
business combination proposal for IPALCO or any of its subsidiaries,
shall have been proposed, announced or made by any person or entity; or
(e) there shall have occurred any event or events that have resulted,
or may result, in an actual or threatened change in the business,
condition (financial or otherwise), income, operations, stock ownership
or prospects of IPALCO or its subsidiaries;
and, in the sole judgment of IPALCO, such event or events make it undesirable or
inadvisable to proceed with the Offer or with such acceptance for payment or
payment.
The foregoing conditions (including the condition that the Proposed
Amendment be approved and adopted at the Special Meeting) are for the sole
benefit of IPALCO and may be asserted by IPALCO regardless of the circumstances
(including any action or inaction by IPALCO) giving rise to any such condition,
and any such condition (including the condition related to the requirement that
Preferred Shareholders tendering their Shares vote in favor of the Proposed
Amendment at the Special Meeting) may be waived by IPALCO, in whole or in part,
at any time and from time to time in its sole discretion. The failure by IPALCO
at any time to exercise any of the foregoing rights shall not be deemed a waiver
of any such right and each such right shall be deemed an ongoing right which may
be asserted at any time and from time to time. Any determination by IPALCO
concerning the events described above will be final and binding on all parties.
Extension Of Tender Period; Termination; Amendments
IPALCO expressly reserves the right, in its sole discretion, and at any
time and/or from time to time, to extend the period of time during which the
Offer for any Series of Preferred is open by giving oral or written notice of
such extension to the Depositary, without extending the period of time during
which the Offer for any other Series of Preferred is open. There can be no
assurance, however, that IPALCO will exercise its right to extend the Offer for
any Series of Preferred. During any such extension, all Shares of the subject
Series of Preferred previously tendered will remain subject to the Offer, except
to the extent that such Shares may be withdrawn as set forth in "Terms of the
Offer -- Withdrawal Rights." IPALCO also expressly reserves the right, in its
sole discretion, to terminate the Offer and not accept for payment or pay for
any Shares tendered, subject to Rule 13e-4(f)(5) under the Exchange Act which
requires IPALCO either to pay the consideration offered or to return the Shares
tendered promptly after the termination or withdrawal of the Offer, upon the
occurrence of any of the conditions specified in "Terms of the Offer -- Certain
Conditions of the Offer" by giving oral or written notice of such termination to
the Depositary, and making a public announcement thereof.
<PAGE>
Subject to compliance with applicable law, IPALCO further reserves the
right, in its sole discretion, to amend the Offer in any respect. Amendments to
the Offer may be made at any time and/or from time to time and will be effected
by public announcement thereof, such announcement, in the case of an extension,
to be issued no later than 9:00 a.m., New York City time, on the next business
day after the previously scheduled Expiration Date. Any public announcement made
pursuant to the Offer will be disseminated promptly to Preferred Shareholders
affected thereby in a manner reasonably designed to inform such Preferred
Shareholders of such change. Without limiting the manner in which IPALCO may
choose to make a public announcement, except as required by applicable law,
IPALCO shall have no obligation to publish, advertise or otherwise communicate
any such public announcement other than by making a release to the Dow Jones
News Service.
If IPALCO materially changes the terms of the Offer or the information
concerning the Offer, or if it waives a material condition of the Offer, IPALCO
will extend the Offer to the extent required by Rules 13e-4(d)(2) and
13e-4(e)(2) under the Exchange Act. Those rules require that the minimum period
during which an offer must remain open following material changes in the terms
of the offer or information concerning the offer (other than a change in price
or change in percentage of securities sought) will depend on the facts and
circumstances, including the relative materiality of such terms or information.
The SEC has stated that, in its view, an offer should remain open for a minimum
of five business days from the date that a notice of such a material change is
first published, sent or given. If the Offer is scheduled to expire at any time
earlier than the expiration of a period ending on the tenth business day from,
and including, the date that IPALCO publishes, sends or gives to Preferred
Shareholders a notice that it will (a) increase or decrease the price it will
pay for Shares or (b) decrease the percentage of Shares it seeks, the Offer will
be extended until the expiration of such period of ten business days.
PROPOSED AMENDMENT AND PROXY SOLICITATION
Introduction
This Offer to Purchase and Proxy Statement is first being mailed on or
about _________, 1997 to the Preferred Shareholders of IPL in connection with
the solicitation of proxies by the Board of Directors of IPL (the "Board") for
use at the Special Meeting. At the Special Meeting, the shareholders of IPL will
vote upon the Proposed Amendment to the Articles.
Preferred Shareholders who wish to tender their Shares pursuant to the
Offer must vote in favor of the Proposed Amendment in person by ballot or by
proxy at the Special Meeting. However, Preferred Shareholders have the right to
vote for the Proposed Amendment regardless of whether they tender their Shares.
The Offer is conditioned upon the Proposed Amendment being approved and adopted
at the Special Meeting. If the Proposed Amendment is approved and adopted by
IPL's shareholders, IPL will make a special cash payment in the amount of $1.00
per Share (the "Special Cash Payment") to each Preferred Shareholder who voted
in favor of the Proposed Amendment, provided that such Shares have not been
tendered pursuant to the Offer. If a Preferred Shareholder votes against the
Proposed Amendment or abstains, such Preferred Shareholder shall not be entitled
to the Special Cash Payment (regardless of whether the Proposed Amendment is
approved and adopted). Regardless of their vote on the Proposed Amendment, those
Preferred Shareholders who validly tender their Shares will be entitled only to
the Purchase Price per Share listed on the front cover of this Offer to Purchase
and Proxy Statement. See "-- Special Cash Payment."
<PAGE>
Voting Securities, Rights And Procedures
Only holders of record of IPL's voting securities at the close of
business on ________, 1997 (the "Record Date"), or persons obtaining a proxy
from the holders of record on the Record Date, will be entitled to vote in
person or by proxy at the Special Meeting. The outstanding voting securities of
IPL are divided into two classes: common stock and cumulative preferred stock.
The class of cumulative preferred stock has been issued in the six Series of
Preferred. In voting for consideration of the Proposed Amendment, the Shares
will vote together as one class and the Common Shares will vote together as one
class. The shares outstanding as of the Record Date which are entitled to vote
on the Proposed Amendment, and the number of votes per share each such share is
entitled to with respect to the Proposed Amendment, are as follows:
Number of Votes per
Class.... Outstanding Shares Share
- ----- ------------------ -----
Common Stock, no par value 17,206,630 1
Cumulative Preferred Stock,
$100 par value per share 518,985 1
Adoption of the Proposed Amendment requires the affirmative vote of the
holders of (i) a majority of the outstanding Common Shares and (ii) two-thirds
of the outstanding Shares, with each of the Common Shares and Shares voting
separately as a class. Proxies representing Shares held on the Record Date which
are returned duly executed will be voted, unless otherwise specified, in favor
of the Proposed Amendment to IPL's Articles. Abstentions and broker non-votes
will have the effect of a vote against the Proposed Amendment since the
affirmative vote of a majority of the outstanding Common Shares and two-thirds
of the outstanding Shares is required for approval of the Proposed Amendment.
IPALCO, WHICH HOLDS ALL THE OUTSTANDING COMMON SHARES, HAS ADVISED IPL THAT IT
INTENDS TO VOTE ALL OF THE OUTSTANDING COMMON SHARES IN FAVOR OF THE PROPOSED
AMENDMENT.
Votes at the Special Meeting will be tabulated preliminarily by the
Depositary. Inspectors of Election, duly appointed by the presiding officer of
the Special Meeting, will definitively count and tabulate the votes and
determine and announce the results at the Special Meeting. IPL has no
established procedure for confidential voting. THERE ARE NO DISSENTERS' RIGHTS
IN CONNECTION WITH THE PROPOSED AMENDMENT.
<PAGE>
Proxies
THE ENCLOSED PROXY, WHICH IS CONTAINED WITHIN THE LETTER OF TRANSMITTAL
AND PROXY (AND THE NOTICE OF GUARANTEED DELIVERY AND PROXY), IS SOLICITED BY
IPL'S BOARD OF DIRECTORS, WHICH RECOMMENDS VOTING FOR THE PROPOSED AMENDMENT.
IPALCO HAS INDICATED ITS INTENT TO VOTE ALL THE OUTSTANDING COMMON SHARES IN
ACCORDANCE WITH THE BOARD'S RECOMMENDATION. Preferred Shareholders tendering
their Shares pursuant to the Offer and voting at the Special Meeting by proxy
must use the proxy that is a part of the applicable Letter of Transmittal and
Proxy. Shares represented by properly executed proxies received at or prior to
the Special Meeting will be voted in accordance with the instructions thereon.
If no instructions are indicated, duly executed proxies will be voted in
accordance with the recommendation of the Board. It is not anticipated that any
other matters will be brought before the Special Meeting. However, the enclosed
proxy gives discretionary authority to the proxy holders named therein should
any other matters be presented at the Special Meeting, and it is the intention
of the proxy holders to act on any other matters in accordance with their best
judgment.
Execution of a proxy will not prevent a shareholder from attending the
Special Meeting and voting in person. Any shareholder giving a proxy may revoke
it at any time before it is voted by (a) delivering to the Secretary of IPL
written notice of revocation bearing a later date than the proxy, (b) by
delivering a duly executed proxy bearing a later date, or (c) by voting in
person by ballot at the Special Meeting. WITHDRAWAL OF SHARES TENDERED PURSUANT
TO THE OFFER WILL NOT REVOKE A PROPERLY EXECUTED PROXY.
IPL will bear the cost of the solicitation of proxies by its Board. IPL
has engaged D. F. King & Co., Inc. (the "Information Agent") to assist it in
connection with the solicitation of proxies for a fee of $________ plus
reimbursement of reasonable out-of-pocket expenses. Proxies will be solicited by
mail, telephone or other electronic means. In addition, officers and employees
of IPL may also solicit proxies personally or by telephone; such persons will
receive no additional compensation for these services. The Information Agent has
not been retained to make, and will not make, solicitations or recommendations
in connection with the Proposed Amendment. The Dealer Managers have not been
retained to act in any capacity in connection with the solicitation of proxies.
IPL has requested that brokerage houses and other custodians, nominees
and fiduciaries forward solicitation materials to the beneficial owners of
Shares of IPL's Series of Preferred held of record by such persons and will
reimburse such brokers and other fiduciaries for their reasonable out-of-pocket
expenses incurred in connection therewith.
<PAGE>
Special Cash Payments
Subject to the terms and conditions set forth in this Offer to Purchase
and Proxy Statement, if (but only if) the Proposed Amendment is approved and
adopted by the shareholders of IPL, IPL will make a Special Cash Payment to each
Preferred Shareholder who voted in favor of the Proposed Amendment, in person by
ballot or by proxy, at the Special Meeting in the amount of $1.00 for each Share
held by such Preferred Shareholder on the Record Date which is so voted,
provided that such Shares have not been tendered pursuant to the Offer. SPECIAL
CASH PAYMENTS WILL BE MADE TO PREFERRED SHAREHOLDERS AS OF THE RECORD DATE (IF
SUCH SHARES HAVE NOT BEEN TENDERED PURSUANT TO THE OFFER) ONLY IN RESPECT OF
EACH SHARE WHICH IS VOTED FOR THE ADOPTION OF THE PROPOSED AMENDMENT; PROVIDED,
HOWEVER, THAT THOSE PREFERRED SHAREHOLDERS WHO VALIDLY TENDER THEIR SHARES WILL
BE ENTITLED ONLY TO THE PURCHASE PRICE PER SHARE LISTED ON THE FRONT COVER OF
THIS OFFER TO PURCHASE AND PROXY STATEMENT. If the Proposed Amendment is
approved and adopted, Special Cash Payments will be paid out of IPL's general
funds at hand, promptly after the Proposed Amendment shall have become
effective, or as soon thereafter as is reasonably practicable. However, no
interest will accrue or be paid on the Special Cash Payments regardless of any
delay in making such payments.
Only Preferred Shareholders on the Record Date (or their legal
representatives or attorneys-in-fact) are entitled to vote at the Special
Meeting and to receive Special Cash Payments from IPL. Any beneficial holder of
Shares who is not the registered holder of such Shares as of the Record Date (as
would be the case for any beneficial owner whose Shares are registered in the
name of such holder's broker, dealer, commercial bank, trust company or other
nominee) must arrange with the record Preferred Shareholder to execute and
deliver a proxy form on such beneficial owner's behalf. If a beneficial holder
of Shares intends to attend the Special Meeting and vote in person, such
beneficial holder must obtain a legal proxy form from his or her broker, dealer,
commercial bank, trust company or other nominee.
To avoid federal income tax backup withholding equal to 31% of the
Special Cash Payment, each Preferred Shareholder voting "FOR" the Proposed
Amendment must notify the Depositary of such Preferred Shareholder's correct
taxpayer identification number and provide certain other information by properly
completing and executing the Substitute Form W-9 included in the Letter of
Transmittal and Proxy. Foreign Preferred Shareholders must submit a properly
completed Form W-8 in order to avoid the applicable backup withholding;
provided, however, that backup withholding will not apply to foreign
stockholders subject to 30% (or lower treaty rate) withholding on Special Cash
Payments. See "Certain Federal Income Tax Consequences."
Security Ownership Of Certain Beneficial Owners And Management
As noted above, IPALCO owns all the outstanding Common Shares of IPL.
Pursuant to Section 13(d) of the Exchange Act, a beneficial owner of a security
is any person who directly or indirectly has or shares voting or investment
power over such security. No person or group is known by management of IPL to be
the beneficial owner of more than 5% of IPL's Shares as of the Record Date. None
of IPALCO's or IPL's directors and executive officers beneficially own any
Shares as of the Record Date.
<PAGE>
On _________, 1997, the following named directors and executive
officers of IPALCO and its subsidiaries, including IPL, individually and as a
group, beneficially owned equity securities of IPALCO as follows:
<TABLE>
<CAPTION>
Names of Amount and Nature Percent
Beneficial Owner Title of Class Of Beneficial Ownership (1) of Class (2)
- ---------------- -------------- ------------------------------ ------------
<S> <C> <C> <C>
Joseph D. Barnette, Jr. Common Stock 16,000 shares (3)
Roberts A. Borns Common Stock 44,409 shares (3)
John R. Brehm Common Stock 72,674 shares (4)
Mitchell E. Daniels, Jr. Common Stock 18,300 shares (3)
Rexford C. Early Common Stock 11,642 shares (3)
Otto N. Frenzel III Common Stock 31,200 shares (3)
Max L. Gibson Common Stock 11,100 shares
Earl B. Herr, Jr. Common Stock 13,860 shares
John R. Hodowal Common Stock 247,510 shares (4)
Ramon L. Humke Common Stock 174,533 shares (4)
Sam H. Jones Common Stock 18,360 shares (3)
Andre B. Lacy Common Stock 37,806 shares (5)
L. Ben Lytle Common Stock 12,748 shares
Michael S. Maurer Common Stock 11,072 shares
Andrew J. Paine, Jr. Common Stock 0 shares
Sallie W. Rowland Common Stock 19,244 shares (3)
Thomas H. Sams Common Stock 23,001 shares (3), (6)
Bryan G. Tabler Common Stock 15,199 shares (3), (4)
Gerald D. Waltz Common Stock 105,056 shares (4)
Other Executive Officers Common Stock 276,300 shares (1), (4)
All 26 directors, nominees,
and executive officers,
as a group Common Stock 1,174,421 shares (3), (4) 2.06%
</TABLE>
- -------------
(1) Except as otherwise noted below, each person named in the table has
sole voting and investment power with respect to all shares of common
stock listed as owned by such person. Shares beneficially owned
included shares that may be acquired pursuant to exercise of
outstanding options that are exercisable within 60 days as follows: Mr.
Barnette-9,000; Mr. Borns-12,000; Mr. Brehm-52,500; Mr. Daniels-18,000,
Mr. Early-6,000; Mr. Frenzel-18,000; Mr. Gibson-6,000; Dr. Herr-12,000;
Mr. Hodowal-180,000; Mr. Humke-105,000; Mr. Jones-18,000; Mr.
Lacy-18,000; Mr. Lytle-12,000; Mr. Maurer-9,000; Mrs. Rowland-18,000;
Mr. Sams-18,000; Mr. Waltz-55,320; other executive officers-201,750;
directors and executive officers as a group-780,570.
(2) Percentages less than 1% of total common stock outstanding are not
indicated.
(3) Includes 43,547 shares owned by or with family members sharing their
home and shares held in trust or other arrangements with family
members.
(4) Includes vested and contingent interests in shares of common stock held
by the Trustee in a Thrift Plan (stated in whole shares) of: Mr.
Brehm-13,522; Mr. Hodowal-29,645; Mr. Humke-7,618; Mr. Tabler-901; Mr.
Waltz-36,160; other executive officers-57,624; and all executive
officers as a group-145,470.
(5) Includes 12,000 shares owned by LDI, Ltd. and 2,700 shares owned by the
Lacy Foundation of which Mr. Lacy is a partner and a director,
respectively, and 600 shares representing his vested interest in a
self-employment retirement plan, totaling 15,300 shares, 11,700 of
which he disclaims beneficial ownership.
(6) Mr. Sams disclaims beneficial ownership of 1,500 shares of the total
shares shown opposite his name.
<PAGE>
Business To Come Before The Special Meeting
The following Proposed Amendment to IPL's Articles is the only item of
business expected to be presented at the Special Meeting:
To remove in its entirety ARTICLE 6A, Section 4(g), which limits IPL's
ability to issue unsecured indebtedness (the "Debt Limitation
Provision").
Explanation Of The Proposed Amendment
Without the consent of the holders of a majority of the outstanding
Shares, the Articles currently prohibit the issuance or assumption of any
unsecured notes, debentures or other securities representing unsecured
indebtedness (other than for the purpose of refunding outstanding unsecured
indebtedness or for the redemption or retirement of all outstanding Shares) if,
immediately after such issuance or assumption, the total outstanding principal
amount of all securities representing unsecured debt (including unsecured
securities then to be issued or assumed) would exceed 20% of the aggregate of
(1) the total principal amount of all outstanding secured debt issued or assumed
by IPL at the time of such issuance or assumption and (2) the capital and
surplus of IPL as then stated on IPL's books of account. The Proposed Amendment,
if adopted, would eliminate in its entirety ARTICLE 6A, Section 4(g), as set
forth below, from the Articles:
Limitation Upon Issuance of Unsecured Indebtedness. So long as any
shares of Preferred Stock are outstanding, the Company shall not,
without the consent (given by vote at a meeting called for that
purpose) of the holders of a majority of the total number of shares of
the Preferred Stock then outstanding, issue any unsecured notes,
debentures or other securities representing unsecured indebtedness, or
assume any such unsecured securities, for purposes other than the
refunding of outstanding unsecured securities theretofore issued or
assumed by the Company or the redemption or other retirement of all
outstanding shares of the Preferred Stock, if, immediately after such
issue or assumption, the total principal amount of all unsecured notes,
debentures or other securities representing unsecured indebtedness
issued or assumed by the Company and then outstanding (including the
unsecured securities then to be issued or assumed) would exceed twenty
per centum (20%) of the aggregate of (i) the total principal amount of
all bonds or other securities representing secured indebtedness issued
or assumed by the Company, and then to be outstanding and (ii) the
capital and surplus of the Company as then to be stated on the books of
account of the Company.
<PAGE>
Reasons For The Proposed Amendment
IPL believes that regulatory, legislative and market developments will
lead to a more competitive environment in the electric utility industry. As
competition intensifies, flexibility and cost leadership will be even more
crucial to success in the future. Given that the electric industry is extremely
capital intensive, controlling and minimizing financing costs are essential
ingredients to operating effectively in the new competitive environment. It is
for these reasons that shareholders of IPL are being asked to vote in favor of
the Proposed Amendment.
The Proposed Amendment is intended to increase the flexibility of IPL
in obtaining financing on the best possible terms for IPL. Historically, IPL's
long-term debt financing generally has been accomplished through the issuance of
first mortgage bonds (secured debt financing) pursuant to IPL's Mortgage and
Deed of Trust (the "Mortgage"). All of the first mortgage bonds issued by IPL
pursuant to the Mortgage are secured by a first priority lien on substantially
all of IPL's properties. In light of the increasingly competitive pressures in
the utility industry and the financial markets, the Board believes it is in
IPL's best interests to have maximum flexibility with respect to obtaining
future financing to meet IPL's needs. The elimination of the provision providing
for special voting rights of Preferred Shareholders with respect to the issuance
or assumption of unsecured indebtedness would provide IPL with the ability to
access the debt markets as the opportunity arises to obtain the most favorable
terms then available to it. This should result in long-term benefits for all of
IPL's shareholders, including the holders of IPL's Shares.
In addition, inasmuch as the provision providing for special voting
rights of Preferred Shareholders with respect to the issuance or assumption of
unsecured indebtedness contained in the Articles limits IPL's flexibility in
planning and financing its business activities, IPL believes it ultimately will
be at a competitive disadvantage if the provision is not eliminated. The
industry's new competitors (for example, power marketers, independent power
producers and cogenerating facilities) generally are not subject to the type of
financing restrictions the Articles impose on IPL. Recently, several other
utilities with the same or similar charter restrictions have successfully
eliminated such provisions by soliciting their shareholders for the same or
similar amendments. Therefore, many utility companies have no comparable
provision restricting the use of unsecured debt.
Even though the removal of the provision providing for special voting
rights of Preferred Shareholders with respect to the issuance or assumption of
unsecured indebtedness would permit IPL to issue a greater amount of unsecured
debt, IPL does not have any present intention to issue an aggregate amount of
debt greater than it otherwise would be permitted to issue. Moreover, the
adoption of the Proposed Amendment would not remove all restrictions on IPL's
issuance of debt securities. As a regulated utility, the issuance of any
securities by IPL would continue to be subject to the prior approval of the
Indiana Utility Regulatory Commission (with respect to securities maturing in
more than one year) or the Federal Energy Regulatory Commission (with respect to
securities maturing in one year or less).
<PAGE>
IPL believes that, in the long term, various types of unsecured debt
alternatives will increase in importance as a financing option. The availability
and flexibility of unsecured debt is necessary to take full advantage of
changing conditions in securities markets. Not only is unsecured debt (which is
oftentimes short-term) generally the least expensive form of capital, it also
provides flexibility in meeting seasonal fluctuations in cash requirements, acts
as a bridge between issues of permanent capital and can be used when unfavorable
conditions prevail in the market for long-term capital. In addition, unsecured
debt provides IPL with greater flexibility to issue floating rate debt. By
increasing its use of unsecured short-term debt, it may be possible for IPL to
lower its cost structure, thereby enabling it to make its products more
competitive, increase earnings and reduce its business risks.
IT IS FOR ALL THE ABOVE REASONS THAT IPL'S BOARD BELIEVES THE BEST
LONG-TERM INTERESTS OF SHAREHOLDERS ARE SERVED BY, AND ENCOURAGES SHAREHOLDERS
TO VOTE FOR, THE ADOPTION OF THE PROPOSED AMENDMENT.
Financial And Other Information Relating To IPL
The financial statements of IPL and related information included in its
Annual Report on Form 10-K for the year ended December 31, 1996, and its
Quarterly Reports on Form 10-Q for the six months ended June 30, 1997 and June
30, 1996, each as filed with the SEC, are hereby incorporated by reference. IPL
will provide, without charge, upon the written or oral request of any person
(including any beneficial owner) to whom this Offer to Purchase and Proxy
Statement is delivered and by first class mail or other equally prompt means
within one business day of receipt of such request, a copy of such information
(excluding certain exhibits). Such requests for information should be directed
to IPL's principal office at One Monument Circle, Indianapolis, Indiana 46204,
Attention: Corporate Secretary; telephone (317) 261-8261. See "Summary of
Consolidated Financial Information."
Relationship With Independent Public Accountants
Deloitte & Touche LLP (the "Auditor") has been the auditor for IPL
since the year 1952, and was appointed by the Board of Directors of IPALCO upon
recommendation of the Audit Committee of IPALCO to serve as such during the
current year. A representative of the Auditor is expected to be present at the
Special Meeting with the opportunity to make a statement and to respond to
appropriate questions from shareholders.
Shareholder Proposals For 1998 Annual Meeting Of IPL
If a shareholder intends to present a proposal at the next Annual
Meeting of Shareholders of IPL to be held on April 15, 1998, the proposal must
be received by the Corporate Secretary of IPL not later than December 16, 1997
for inclusion in IPL's proxy or information statement and form of proxy, if
applicable.
<PAGE>
PRICE RANGE OF SHARES; DIVIDENDS
Each Series of Preferred is traded in the over-the-counter market (the
"OTC") and is not listed on any national securities exchange nor quoted on the
automated quotation system of a registered securities association. Trading of
the Shares has been limited and sporadic, and information concerning trading
prices and volumes is difficult to obtain. Each Series of Preferred is traded in
the over-the-counter market under the following respective symbols: 4% Series
under "INPOP;" 4.20% Series under "INPOO;" 4.60% Series under "INPOG;" 4.80%
Series under "INDPL;" 6% Series under "INPOL;" and 8.20% Series under "INPON."
As of _______, 1997, the last reported sales prices as reported by the
National Quotation Bureau, Inc. were $_____ for the 4% Series of Preferred (on
_______, 1997); $_____ for the 6% Series of Preferred (on _______, 1997); and
$______ for the 8.20% Series of Preferred (on ______, 1997). There were no sales
prices available for the 4.20% Series of Preferred, the 4.60% Series of
Preferred and the 4.80% Series of Preferred. IPALCO and IPL believe that such
last reported sales price with respect to each Series of Preferred may not be
indicative of the market value of the Shares of such Series of Preferred.
Depending on the number of Shares of a Series of Preferred outstanding after
expiration of the Offer, the liquidity of such Shares could be affected
adversely. IPALCO and its affiliates (including IPL) currently do not own any
Shares of any Series of Preferred. See "Special Factors -- Purpose of the Offer;
Certain Effects of the Offer; Plans of IPALCO and IPL After the Offer."
On _________, 1997, there were issued and outstanding 100,000 shares of
the 4% Series of Preferred held by 480 shareholders of record; 39,000 shares of
the 4.20% Series of Preferred held by 56 shareholders of record; 30,000 shares
of the 4.60% Series of Preferred held by 53 shareholders of record; 50,000
shares of the 4.80% Series of Preferred held by 24 shareholders of record;
100,000 shares of the 6% Series of Preferred held by 80 shareholders of record;
and 199,985 shares of the 8.20% Series of Preferred held by 118 shareholders of
record.
PREFERRED SHAREHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS,
IF AVAILABLE, FOR THE PREFERRED SHARES.
The following table sets forth the high and low bid quotations for each
Series of Preferred as reported by the National Quotation Bureau, Inc. and the
cash dividends paid thereon for the fiscal quarters indicated. Neither IPALCO
nor IPL make any representation as to the accuracy of the information related to
the high and low ask or bid quotations.
<PAGE>
DIVIDENDS AND PRICE RANGES OF SERIES OF PREFERRED
<TABLE>
<CAPTION>
1997 - Quarters 1996 - Quarters 1995 - Quarters
------------------ -------------------------------------- --------------------------------------
1st 2nd 1st 2nd 3rd 4th 1st 2nd 3rd 4th
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Cumulative Preferred Stock
($100 Par Value)
4% Series
Dividends Paid Per Share $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Market Price - $ Per Share
(OTC)
Ask - High/Low
Bid - High
- Low
4.20% Series
Dividends Paid Per Shares $ 1.05 $ 1.05 $ 1.05 $ 1.05 $ 1.05 $ 1.05 $ 1.05 $ 1.05 $ 1.05 $ 1.05
Market Price - $ Per Share
(OTC)
-- Quotations not
available
4.60% Series
Dividends Paid Per Share $ 1.15 $ 1.15 $ 1.15 $ 1.15 $ 1.15 $ 1.15 $ 1.15 $ 1.15 $ 1.15 $ 1.15
Market Price - $ Per Shares
(OTC)
-- Quotations not
available
4.80% Series
Dividends Paid Per Share $ 1.20 $ 1.20 $ 1.20 $ 1.20 $ 1.20 $ 1.20 $ 1.20 $ 1.20 $ 1.20 $ 1.20
Market Price - $ Per Share
(OTC)
-- Quotations not
available
6% Series
Dividends Paid Per Share $ 1.50 $ 1.50 $ 1.50 $ 1.50 $ 1.50 $ 1.50 $ 1.50 $ 1.50 $ 1.50 $ 1.50
Market Price -- $ Per
Share(OTC)
Ask - High
Bid - High
- Low
8.20% Series
Dividends Paid Per Share $ 2.05 $ 2.05 $ 2.05 $ 2.05 $ 2.05 $ 2.05 $ 2.05 $ 2.05 $ 2.05 $ 2.05
Market Price - $ Per
Share(OTC)
Ask - High
Bid - High
- Low
</TABLE>
<PAGE>
Dividends for a Series of Preferred are payable when, as and if
declared by IPL's Board of Directors at the rate per annum included in such
title of the Series of Preferred. The October Dividend has been declared on each
Series of Preferred, payable October 1, 1997 to Preferred Shareholders of record
on September 19, 1997. A tender and purchase of Shares pursuant to the Offer or
a redemption of 8.20% Shares will not deprive a shareholder of his or her right
to receive the October Dividend on Shares held of record on September 19, 1997,
regardless of whether such shareholder tenders his or her Shares in the Offer
prior to that date. Tendering shareholders will not be entitled to any dividends
in respect of any later dividend periods, or any portion thereof. The payment of
the October Dividend will be made separately from payments for Shares tendered
in the Offer or redeemed.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
In the opinion of Barnes & Thornburg, tax counsel to IPALCO and IPL,
the following summary describes the principal United States federal income tax
consequences of sales of Shares pursuant to the Offer and the receipt of Special
Cash Payments in connection with the approval and adoption of the Proposed
Amendment. This summary is based on the Internal Revenue Code of 1986, as
amended to the date hereof (the "Code"), and judicial decisions, regulations and
rulings thereunder, changes to any of which subsequent to the date of this Offer
to Purchase and Proxy Statement may alter the tax consequences described herein,
possibly on a retroactive basis. This summary is addressed to Holders, as
defined below, who hold Shares as capital assets within the meaning of Section
1221 of the Code. This summary does not discuss all of the tax consequences that
may be relevant to a Holder in light of his or her particular circumstances or
to Holders subject to special rules (including certain financial institutions,
insurance companies, dealers in securities, and Holders who are not citizens or
residents of the United States). HOLDERS OF SHARES SHOULD CONSULT THEIR TAX
ADVISERS WITH REGARD TO THE APPLICATION OF THE UNITED STATES FEDERAL INCOME TAX
LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES ARISING
UNDER THE LAWS OF ANY STATE, LOCAL OR FOREIGN TAXING JURISDICTION.
As used herein, the term "Holder" means an owner of a Share that (a) is
(i) for United States federal income tax purposes a citizen or resident of the
United States, (ii) a corporation, partnership or other entity created or
organized in or under the laws of the United States or of any political
subdivision thereof or (iii) an estate or trust the income of which is subject
to United States federal income taxation regardless of its source, or (b) is not
described in (a) and whose income from a Share is effectively connected with
such Holder's conduct of a United States trade or business. The term also
includes certain former citizens of the United States.
Tender Offer. In general, a Holder who sells Shares pursuant to the
Offer will recognize gain or loss equal to the difference between the tax basis
of his or her Shares and the amount of cash received in exchange therefor. For
federal income tax purposes, an amount equal to $1.00 per Share will be treated
by IPALCO and IPL as payment for voting in favor of the Proposed Amendment,
rather than cash paid in exchange for Shares, and will constitute ordinary
income to recipient Holders, as described below under "- Special Cash
Payments/Modification of Articles." A Holder's gain or loss will be long-term
capital gain or loss if the holding period for the Shares is more than one year
(more than 18 months to obtain the benefit of newly reduced capital gains tax
rates, where applicable) as of the date of the sale of such Shares. The excess
of net long-term capital gains over net short-term capital losses is taxed at a
lower rate than ordinary income for certain non-corporate taxpayers. The
distinction between capital gain and loss and ordinary income or loss is also
relevant for purposes of, among other things, limitations on the deductibility
of capital losses.
<PAGE>
Special Cash Payments/Modification of Articles. The federal income tax
treatment of the Special Cash Payments is not entirely clear. IPALCO and IPL
will treat the Special Cash Payments as ordinary non-dividend income to the
recipient Holders. Whether or not they receive Special Cash Payments, Holders
will not recognize any taxable income or loss with respect to the Shares merely
as a result of the modification of the Articles by the Proposed Amendment.
Backup Withholding and Information Reporting. Certain non-corporate
Holders may be subject to backup withholding at a rate of 31% on gross proceeds
received for tendered Shares in the Offer and on Special Cash Payments. Each
United States Holder tendering Shares in the Offer or entitled to receive a
Special Cash Payment pursuant to the Offer will be asked to provide such
Holder's correct taxpayer identification number and certify that such Holder is
not subject to backup withholding by completing the Substitute Form W-9 included
in the Letter of Transmittal and Proxy.
The amount of any backup withholding from a payment to a Holder will be
allowed as a credit against such Holder's United States federal income tax
liability and may entitle such Holder to a refund, provided that the required
information is furnished to the Internal Revenue Service.
SOURCE AND AMOUNT OF FUNDS
Assuming that IPALCO purchases all outstanding Shares pursuant to the
Offer, the total amount required by IPALCO to purchase such Shares will be
approximately $______ million, exclusive of fees and other expenses. IPALCO
intends to borrow the funds that it needs to complete the Offer through an
existing $401 Million Revolving Credit Facility (the "Revolver") with a
syndicate of banks, led by Bank One, Indiana, N.A. The Revolver matures on March
31, 2002. Interest is payable monthly and is based on a spread over LIBOR. In
conjunction with the Revolver, IPALCO entered into an interest rate swap
agreement which fixed the interest rate on $300 million of the Revolver.
Pursuant to the swap agreement, which matures April 1, 2001, IPALCO will pay
interest at a fixed rate of 6.3575% to a swap counter party and will receive a
variable rate of interest in return based on the one month LIBOR. The result is
to effectively establish an approximate rate of interest of 6.7% on $300 million
of the Revolver. IPALCO's borrowings under the Revolver will be repaid through a
dividend from IPL, which expects to derive its funds from internally generated
funds, the liquidation of temporary investments and the issuance of short-term
debt.
TRANSACTIONS AND AGREEMENTS CONCERNING THE SHARES
Each of IPALCO and IPL has been advised by its directors and executive
officers that no directors or executive officers of the respective companies own
any Shares. Based upon the companies' records and upon information provided to
each company by its directors and executive officers, neither company nor, to
the knowledge of either, any of their subsidiaries, directors, or executive
officers has engaged in any transactions involving Shares during the 60 business
days preceding the date hereof. Neither company nor, to the knowledge of either,
any of its directors or executive officers is a party to any contract,
arrangement, understanding or relationship relating directly or indirectly to
the Offer with any other person with respect to any securities of IPL.
<PAGE>
FEES AND EXPENSES ASSOCIATED WITH THE OFFER
Dealer Manager, Depositary and Information Agent Fees. Dillon, Read &
Co. Inc. and Merrill Lynch & Co. will act as the Dealer Managers for IPALCO in
connection with the Offer, but will not provide services to IPL in connection
with the Proposed Amendment or the solicitation of proxies therewith. IPALCO has
agreed to pay the Dealer Managers a fee of $___ per Share for any Shares
tendered, accepted for payment and paid for pursuant to the Offer, and for all
Shares voted in favor of the Proposed Amendment, whether or not tendered. The
Dealer Managers will also be reimbursed by IPALCO for their reasonable
out-of-pocket expenses, including attorneys' fees, and will be indemnified
against certain liabilities, including certain liabilities under the federal
securities laws, in connection with the Offer. The Dealer Managers have
rendered, are currently rendering and are expected to continue to render various
investment banking services to IPALCO and IPL. The Dealer Managers have
received, and will continue to receive, customary compensation from the
companies for such services. IPALCO has retained IBJ Schroder Bank & Trust
Company as Depositary and D. F. King & Co., Inc. as Information Agent in
connection with the Offer. The Depositary and Information Agent will receive
reasonable and customary compensation for their services and will also be
reimbursed for certain out-of-pocket expenses. IPALCO has agreed to indemnify
the Depositary and Information Agent against certain liabilities, including
certain liabilities under the federal securities law, in connection with the
Offer. Neither the Depositary nor the Information Agent has been retained to
make solicitations or recommendations in connection with the Offer.
Solicited Tender Fees. Pursuant to Instruction 10 of the accompanying
Letter of Transmittal and Proxy, IPALCO will pay to Soliciting Dealers (as
defined below) a solicitation fee of $___ per Share (except that for
transactions for beneficial owners equal to or exceeding ____ Shares, IPALCO
will pay a solicitation fee of $___ per Share) for any Shares tendered, accepted
for payment and paid for pursuant to the Offer, and for all Shares voted in
favor of the Proposed Amendment, whether or not tendered, subject to certain
conditions. Solicitation fees payable in transactions for beneficial owners of
_______ or more Shares shall be paid 80% to the Dealer Managers and 20% to the
Soliciting Dealers (which may be a Dealer Manager). However, Soliciting Dealers
will not be entitled to a solicitation fee for Shares beneficially owned by such
Soliciting Dealer. "Soliciting Dealers" include (a) any broker or dealer in
securities, including the Dealer Managers in their capacity as a dealer or
broker, which is a member of any national securities exchange or of the National
Association of Securities Dealers, Inc. (the "NASD"), (b) any foreign broker or
dealer not eligible for membership in the NASD which agrees to conform to the
NASD's Rules of Fair Practice in soliciting tenders outside the United States to
the same extent as though it were an NASD member, or (c) any bank or trust
company.
<PAGE>
No solicitation fee or separate fee (other than solicitation fees
payable to the Dealer Managers as provided above) shall be payable to a
Soliciting Dealer with respect to the tender of Shares or the vote of Shares by
a holder unless the Letter of Transmittal and Proxy accompanying such tender or
vote, as the case may be, designates such Soliciting Dealer. No solicitation fee
or separate fee shall be payable to a Soliciting Dealer in respect of Shares
registered in the name of such Soliciting Dealer unless such Shares are held by
such Soliciting Dealer as nominee and such Shares are being tendered or voted
for the benefit of one or more beneficial owners identified on the Letter of
Transmittal and Proxy or on the Notice of Solicited Tenders. No solicitation fee
or separate fee shall be payable to a Soliciting Dealer if such Soliciting
Dealer is required for any reason to transfer the amount of such fee to a
depositing holder (other than itself). No solicitation fee shall be paid to a
Soliciting Dealer with respect to Shares tendered for such Soliciting Dealer's
own account and no separate fee shall be paid to a Soliciting Dealer with
respect to Shares voted for such Soliciting Dealer's own account. A Soliciting
Dealer shall not be entitled to a solicitation fee or a separate fee for Shares
beneficially owned by such Soliciting Dealer. No broker, dealer, bank, trust
company or fiduciary shall be deemed to be the agent of IPALCO, IPL, the
Depositary, the Dealer Managers or the Information Agent for purposes of the
Offer.
Soliciting Dealers will include any of the organizations described in
clauses (a), (b) and (c) above even when the activities of such organizations in
connection with the Offer consist solely of forwarding to clients materials
relating to the Offer, including the Letter of Transmittal and Proxy and
tendering Shares as directed by beneficial owners thereof. No Soliciting Dealer
is required to make any recommendation to holders of Shares as to whether to
tender or refrain from tendering in the Offer. No assumption is made, in making
payment to any Soliciting Dealer, that its activities in connection with the
Offer included any activities other than those described above, and for all
purposes noted in all materials relating to the Offer, the term "solicit" shall
be deemed to mean no more than "processing shares tendered" or "forwarding to
customers materials regarding the Offer."
Stock Transfer Taxes. IPALCO will pay all stock transfer taxes, if any,
payable on account of the acquisition of Shares by IPALCO pursuant to the Offer,
except in certain circumstances where special payment or delivery procedures are
utilized pursuant to Instruction 6 of the accompanying Letter of Transmittal and
Proxy. Each Preferred Shareholder will be responsible for paying any income or
gross receipts taxes imposed by any jurisdiction by reason of the Special Cash
Payment and/or the sale of the Shares in the Offer.
<PAGE>
Estimated Expenses. Assuming that all Shares of each Series of
Preferred are tendered and purchased by IPALCO pursuant to the Offer, it is
estimated that the expenses incurred by IPALCO in connection with the Offer will
be as approximately set forth below. IPALCO will be responsible for paying all
such expenses.
Dealer Manager Fees $ _____________
Depositary and Information Agent Fees $ _____________
Solicitation Fees $ _____________
Printing and Mailing Fees $ _____________
Filing Fees $ _____________
Legal and Miscellaneous $ _____________
---------------
Total $ _____________
===============
CERTAIN INFORMATION REGARDING IPL AND IPALCO
IPL was incorporated under the laws of the state of Indiana in 1927 and
is a subsidiary of IPALCO. IPL is a regulated electric and steam service utility
engaged primarily in generating, transmitting, distributing and selling electric
energy in the city of Indianapolis and neighboring cities, towns and adjacent
rural areas, all within the State of Indiana, the most distant point being
approximately 40 miles from Indianapolis. IPL also produces, distributes and
sells steam within a limited area in Indianapolis. No private or
municipally-owned electric public utility companies are competing with IPL in
the territory it serves. Existing Indiana law provides for public utilities to
have an exclusive retail service area. There have been no significant changes in
the services rendered, or in the markets or methods of distribution, since the
beginning of the current fiscal year and the filing of IPL's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996 and IPL's Quarterly Report
on Form 10-Q for the six month period ended June 30, 1997, which are hereby
incorporated by reference.
IPALCO was incorporated under the laws of the state of Indiana in 1983
and is a holding company and the parent company of IPL and Mid-America Capital
Resources, Inc. ("Mid-America"). IPALCO owns all of the outstanding Common
Shares of IPL. Mid-America is the holding company for the unregulated activities
of IPALCO, which primarily include operation of district heating and cooling
systems, research and development of energy storage technology, and operation of
an energy system in an industrial complex.
<PAGE>
SUMMARY OF CONSOLIDATED FINANCIAL INFORMATION
Set forth below is certain consolidated historical financial
information of IPL. The historical financial information (other than the ratios
of earnings to fixed charges) was derived from the audited consolidated
financial statements included in IPL's Annual Report on Form 10-K for the year
ended December 31, 1996 and from the unaudited consolidated financial statements
included in IPL's Quarterly Reports on Form 10-Q for the six month periods ended
June 30, 1997 and June 31, 1996, which statements are hereby incorporated by
reference. More comprehensive financial information is included in such reports
and the financial information which follows is qualified in its entirety by
reference to such reports and all of the financial statements and related notes
contained therein, copies of which may be obtained as set forth herein. The data
as of and for the six months ended June 30, 1997 and June 30, 1996 has been
derived from unaudited financial statements which, in the opinion of IPL,
reflect all adjustments, consisting of any normal recurring adjustments,
necessary for a fair representation of such data. The results of operations for
such six month periods do not purport to be indicative of the results to be
expected for a full year. See "Proposed Amendment and Proxy Solicitation --
Financial and Other Information Relating to IPL" and "Additional Information;
Incorporation By Reference."
Condensed Statement Of Income Data:
<TABLE>
<CAPTION>
Year Ended Six Months Ended
December 31, June 30,
------------------------ ------------------------
1996 1995 1997 1996
---- ---- ---- ----
(Unaudited)
(In Thousands, Except Ratios)
<S> <C> <C> <C> <C>
Operating Revenues $ 762,503 $ 709,206 $ 379,002 $ 374,067
Operating Income 163,219 147,588 83,581 80,966
Allowance for Borrowed and Equity
Funds Used During Construction 9,321 11,370 2,753 6,930
Interest Expense on Long-term Debt (43,425) (45,656) (19,445) (21,729)
Net Income 122,588 106,273 64,851 62,860
Preferred Dividend Requirement (3,182) (3,182) (1,591) (1,591)
Income Applicable to Common Stock 119,406 103,091 63,260 61,269
Ratio of Earnings to Fixed Charges $ 4.91 $ 4.09 $ 5.27 $ 4.62
</TABLE>
Condensed Balance Sheet Data:
<TABLE>
<CAPTION>
As of December 31, As of June 30,
------------------ ---------------------
1996 1995 1997 1996
---- ---- ---- ----
(In Thousands)
ASSETS:
<S> <C> <C> <C> <C>
Net Utility Plant In Service $1,714,813 $1,532,880 $1,687,940 $1,703,150
Construction Work In Progress 63,243 249,249 73,461 87,549
Cash and Cash Equivalents 8,840 9,985 8,771 8,888
Other Current Assets 99,652 147,688 85,451 146,030
Other Assets 165,852 169,014 159,999 169,265
----------- ----------- ----------- -----------
Total $2,052,400 $2,108,816 $2,015,622 $2,114,882
========== ========== ========== ==========
CAPITALIZATION AND LIABILITIES:
Common Equity $ 782,249 $ 747,129 $ 807,112 $ 766,284
Cumulative Preferred Stock 51,898 51,898 51,898 51,898
Long-term Debt 627,791 669,000 627,816 657,769
Current Liabilities 171,138 223,927 110,310 214,615
Other Liabilities 419,324 416,862 418,486 424,316
---------- ---------- ---------- ----------
Total $2,052,400 $2,108,816 $2,015,622 $2,114,882
========== ========== ========== ==========
</TABLE>
<PAGE>
ADDITIONAL INFORMATION; INCORPORATION BY REFERENCE
IPALCO and IPL are subject to the informational requirements of the
Exchange Act and in accordance therewith file periodic reports, proxy statements
and other information with the SEC. IPALCO and IPL are required to disclose in
such proxy statements certain information, as of particular dates, concerning
their directors and officers, their remuneration, stock options granted to them,
the principal holders of their securities and any material interest of such
persons in transactions with IPALCO or IPL. In connection with the Offer, IPALCO
has also filed an Issuer Tender Offer Statement on Schedule 13E-4 and a Rule
13e-3 Transaction Statement on Schedule 13E-3 with the SEC that includes certain
additional information relating to the Offer.
Such material can be inspected at the public reference facilities
maintained by the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at its Regional Offices located at 7 World Trade
Center, Suite 1300, New York, New York 10048, and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such
material can be obtained from the Public Reference Section of the SEC at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. The SEC also maintains a Web site on the Internet that
contains reports, proxy materials, information statements and other information
regarding issuers that file electronically with the SEC, including IPALCO and
IPL. The address of such site is: http://www.sec.gov. IPALCO's Schedule 13E-4
and Schedule 13E-3 will not be available at the SEC's regional offices.
The financial statements of IPL and related information included in its
Annual Report on Form 10-K for the year ended December 31, 1996, and its
Quarterly Reports on Form 10-Q for the six month periods ended June 30, 1997 and
June 30, 1996, each as filed with the SEC, are hereby incorporated by reference.
See "Proposed Amendment and Proxy Solicitation -- Financial and Other
Information Relating to IPL."
MISCELLANEOUS
The Offer is not being made to, nor will IPALCO accept tenders from,
owners of Shares in any jurisdiction in which the Offer or its acceptance would
not be in compliance with the laws of such jurisdiction. IPALCO is not aware of
any jurisdiction where the making of the Offer or the tender of Shares would not
be in compliance with applicable law. If IPALCO becomes aware of any
jurisdiction where the making of the Offer or the tender of Shares is not in
compliance with any applicable law, IPALCO will make a good faith effort to
comply with such law. If, after such good faith effort, IPALCO cannot comply
with such law, the Offer will not be made to (nor will tenders be accepted from
or on behalf of) the owners of Shares residing in such jurisdiction. In any
jurisdiction in which the securities, blue sky or other laws require the Offer
to be made by a licensed broker or dealer, the Offer will be deemed to be made
on IPALCO's behalf by one or more registered brokers or dealers licensed under
the laws of such jurisdiction
IPALCO ENTERPRISES, INC.
INDIANAPOLIS POWER & LIGHT COMPANY
_________, 1997
<PAGE>
Facsimile copies of the Letter of Transmittal and Proxy will be
accepted. The Letter of Transmittal and Proxy and, if applicable, certificates
for Shares should be sent or delivered by each tendering Preferred Shareholder
or voting Preferred Shareholder of IPL or his or her broker, dealer, bank or
trust company to the Depositary at one of its addresses set forth below.
The Depositary is:
IBJ SCHRODER BANK & TRUST COMPANY
<TABLE>
<CAPTION>
By Mail: By Facsimilie: To Confirm: By Hand/Overnight Delivery:
<S> <C> <C> <C>
P.O. Box 84 (212) 858-2611 (212) 858-2103 One State Street
Bowling Green Station New York, New York 10004
New York, New York 10274-0084 Attn: Securities Processing
Attn: Reorganization Operations Window, Subcellar One,
Department (SC-1)
</TABLE>
Any questions or requests for assistance may be directed to the
Information Agent or the Dealer Managers at their respective telephone numbers
and addresses listed below. Requests for additional copies of this Offer to
Purchase and Proxy Statement, the Letter of Transmittal and Proxy or other
tender offer or proxy materials may be directed to the Information Agent, and
such copies will be furnished promptly at the companies' expense. Preferred
Shareholders may also contact their local broker, dealer, commercial bank or
trust company for assistance concerning the Offer.
The Information Agent:
D. F. KING & CO., INC.
77 Water Street
New York, New York 10005
Call Toll Free: (800) 859-8508
The Dealer Managers:
DILLON, READ & CO. INC. MERRILL LYNCH & CO.
55 Madison Avenue World Financial Center
New York, New York 10022 250 Vesey Street
Attention: Syndicate Department New York, New York 10281
(212) 906-7531 1-888-ML4-TNDR (toll free)
(1-888-654-8637 (toll free))
ATTENTION
SHAREHOLDERS WHO HAVE LOST CERTIFICATES
Please call IPL, Shareholder Services,
at (317) 261-8394 or 1-800-877-0153 for assistance.
<PAGE>
APPENDIX A
LETTER OF TRANSMITTAL AND PROXY
RELATING TO
SHARES OF CUMULATIVE PREFERRED STOCK, _____% SERIES
OF
INDIANAPOLIS POWER & LIGHT COMPANY
TENDERED PURSUANT TO THE OFFER TO PURCHASE FOR CASH
BY
IPALCO ENTERPRISES, INC.,
DATED _________, 1997,
FOR PURCHASE AT A PURCHASE PRICE OF
$_______ PER SHARE
AND/OR
VOTED PURSUANT TO THE PROXY STATEMENT,
DATED _________, 1997,
OF
INDIANAPOLIS POWER & LIGHT COMPANY
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
_________, _________, 1997, UNLESS THE OFFER IS EXTENDED (THE "EXPIRATION
DATE").
THE PROXY CONTAINED IN THIS DOCUMENT IS IN RESPECT OF THE SPECIAL
MEETING OF SHAREHOLDERS TO BE HELD ON _________, _________, 1997, OR ON SUCH
DATE TO WHICH THE MEETING IS ADJOURNED OR POSTPONED.
TO: IBJ SCHRODER BANK & TRUST COMPANY (THE "DEPOSITARY")
<TABLE>
<CAPTION>
<S> <C> <C> <C>
By Mail: By Facsimilie: To Confirm: By Hand/Overnight Delivery:
P.O. Box 84 (212) 858-2611 (212) 858-2103 One State Street
Bowling Green Station New York, New York 10004
New York, New York 10274-0084 Attn: Securities Processing
Attn: Reorganization Operations Window, Subcellar One,
Department (SC-1)
</TABLE>
PREFERRED SHAREHOLDERS (INCLUDING PREFERRED SHAREHOLDERS WHO ACQUIRE
SHARES SUBSEQUENT TO THE RECORD DATE) WILL NOT BE ABLE TO VALIDLY TENDER THEIR
SHARES UNLESS THEY HAVE SUBMITTED A DULY COMPLETED, VALID AND UNREVOKED PROXY
INDICATING THEIR VOTE FOR THE PROPOSED AMENDMENT OR INDICATE IN THE ACCOMPANYING
PROXY THEIR INTENTION TO VOTE FOR THE PROPOSED AMENDMENT AT THE SPECIAL MEETING.
IPALCO ENTERPRISES, INC. ("IPALCO") WILL NOT BE REQUIRED TO ACCEPT FOR PAYMENT
OR PAY FOR ANY SHARES TENDERED IF THE PROPOSED AMENDMENT IS NOT APPROVED AND
ADOPTED AT THE SPECIAL MEETING. PREFERRED SHAREHOLDERS HAVE THE RIGHT TO VOTE ON
THE PROPOSED AMENDMENT REGARDLESS OF WHETHER THEY TENDER THEIR SHARES BY CASTING
THEIR VOTE AND SIGNING THE PROXY CONTAINED WITHIN THIS LETTER OF TRANSMITTAL AND
PROXY OR BY VOTING IN PERSON AT THE SPECIAL MEETING. IF THE PROPOSED AMENDMENT
IS APPROVED AND ADOPTED, INDIANAPOLIS POWER & LIGHT COMPANY ("IPL") WILL MAKE A
SPECIAL CASH PAYMENT TO EACH PREFERRED SHAREHOLDER WHO VOTED IN FAVOR OF THE
PROPOSED AMENDMENT, PROVIDED THAT THEIR SHARES ARE NOT TENDERED PURSUANT TO THE
OFFER.
HOLDERS WHO PURCHASE OR WHOSE PURCHASE SETTLES OR IS REGISTERED AFTER
THE CLOSE OF BUSINESS ON ____________, 1997 (THE "RECORD DATE") AND WHO WISH TO
TENDER IN THE OFFER MUST ARRANGE WITH THEIR SELLER TO RECEIVE A DULY COMPLETED,
VALID AND UNREVOKED PROXY (WHICH MAY BE IN THE FORM OF AN IRREVOCABLE ASSIGNMENT
OF PROXY AS SET FORTH IN THIS LETTER OF TRANSMITTAL AND PROXY) FROM THE HOLDER
ON THE RECORD DATE OF SUCH SHARES. IN ORDER TO FACILITATE RECEIPT OF PROXIES,
SHARES SHALL, DURING THE PERIOD WHICH COMMENCES ____________, 1997 (TWO BUSINESS
DAYS PRIOR TO THE RECORD DATE) AND WHICH WILL END AT THE CLOSE OF BUSINESS ON
THE EXPIRATION DATE, TRADE IN THE OVER-THE-COUNTER MARKET WITH A PROXY PROVIDING
THE TRANSFEREE WITH THE RIGHT TO VOTE SUCH ACQUIRED SHARES IN THE PROXY
SOLICITATION.
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING
INSTRUCTIONS CAREFULLY.
NOTE: IF SHARES ARE BEING TENDERED, THE REMAINDER OF THIS LETTER OF TRANSMITTAL
AND PROXY MUST BE COMPLETED, INCLUDING THE SUBSTITUTE FORM W-9 BELOW. IF SHARES
ARE NOT BEING TENDERED, YOU NEED ONLY COMPLETE THE BOXES BELOW TITLED "PROXY"
(OR, IF APPLICABLE, "IRREVOCABLE PROXY") AND "SIGNATURE(S) OF OWNER(S)" AND THE
SUBSTITUTE FORM W-9.
PROXY
The undersigned hereby appoints John R. Hodowal, Ramon L. Humke and
Bryan G. Tabler, or any of them, as proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent and to vote as designated
hereunder and in their discretion with respect to any other business properly
brought before the Special Meeting, all the shares of cumulative preferred stock
of Indianapolis Power & Light Company ("IPL") which the undersigned is entitled
to vote at the Special Meeting of Shareholders to be held on _________,
_________, 1997, or any adjournment(s) or postponement(s) thereof.
NOTE: IF YOU ARE VOTING BUT NOT TENDERING SHARES, DO NOT SEND ANY SHARE
CERTIFICATES WITH THIS LETTER OF TRANSMITTAL AND PROXY.
THIS LETTER OF TRANSMITTAL AND PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF IPL. The proxy contained herein, when properly executed,
will be voted in the manner directed herein by the undersigned shareholder(s).
If no direction is made, the proxy will be voted FOR Item 1.
INDICATE YOUR VOTE BY AN (X). THE BOARD OF DIRECTORS OF IPL RECOMMENDS
VOTING FOR ITEM 1.
ITEM 1.
HOLDERS OF SHARES WHO WISH TO TENDER THEIR SHARES MUST VOTE "FOR" THE
PROPOSED AMENDMENT EITHER BY SUBMITTING THIS PROXY OR BY VOTING AT THE SPECIAL
MEETING.
To remove in its entirety ARTICLE 6A, Section 4(g) from the Amended
Articles of Incorporation of IPL (the "Articles"), which limits IPL's ability to
issue unsecured indebtedness.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
NOTE: IF SHARES ARE BEING VOTED "FOR" THE PROPOSED AMENDMENT, THE SUBSTITUTE
FORM W-9 BELOW SHOULD BE COMPLETED TO AVOID BACK-UP WITHHOLDING ON THE SPECIAL
CASH PAYMENT.
SHARES REPRESENTED BY ALL PROPERLY EXECUTED PROXIES WILL BE VOTED IN
ACCORDANCE WITH INSTRUCTIONS APPEARING ON THIS PROXY. IN THE ABSENCE OF SPECIFIC
INSTRUCTIONS, PROXIES WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF
THE BOARD OF DIRECTORS OF IPL, AND IN THE DISCRETION OF THE PROXY HOLDERS AS TO
ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE SPECIAL MEETING.
Any holder of Shares held of record on the Record Date in the name of
another holder must establish to the satisfaction of IPL his or her entitlement
to exercise or transfer this Proxy. This will ordinarily require an assignment
by such record holder in blank, or if not in blank, to and from each successive
transferee, including the holder, which each signature guaranteed by an Eligible
Institution. A form of irrevocable assignment of proxy has been provided herein.
Please check box if you plan to attend the Special Meeting. [ ]
<PAGE>
DESCRIPTION OF SHARES TENDERED (1)
<TABLE>
<CAPTION>
Name(s) and Address(es) of
Registered Holder(s) (Please use
preaddressed label or fill in, if
blank, exactly as name(s) appear(s) Share Certificate(s)and Share(s) Tendered/Voted
on Share Certificate(s) and (Attached additional signed list if necessary) (1)
Share(s) Tendered)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Total Number Number of
of Shares Shares Not
Share Certificate Represented Number of Shares Tendered But
Number(s) (2) by Share Tendered (3) as to which
Certificate(s)(2) Proxies Given Only
----------------- ----------------- ---------------- -------------------
----------------- ----------------- ---------------- -------------------
----------------- ----------------- ---------------- -------------------
----------------- ----------------- ---------------- -------------------
Total Shares:
----------------- ----------------- ---------------- -------------------
</TABLE>
(1) If tendering or voting Share(s), please fill in table exactly as
information appears on the Certificate(s).
(2) Need not be completed by shareholders tendering by book-entry transfer.
(3) Unless otherwise indicated, it will be assumed that all Shares
represented by any certificates delivered to the Depositary are being
tendered. See Instruction 4. You must vote "FOR" the Proposed Amendment
with respect to any Shares tendered.
NOTE: IF YOU ARE DELIVERING A PROXY BUT NOT TENDERING SHARES, DO NOT COMPLETE
THE ABOVE TABLE ENTITLED "DESCRIPTION OF SHARES TENDERED" AND DO NOT
SEND ANY SHARE CERTIFICATES.
<PAGE>
SIGNATURE(S) OF OWNER(S)*
- - ---------------------------------------------------------------------------- -
- - ---------------------------------------------------------------------------- -
Dated: ___________________________________________________________________, 1997
Name(s): _______________________________________________________________________
(Please Print)
Capacity (full title): _________________________________________________________
Address: _______________________________________________________________________
(Include Zip Code)
Daytime Area Code and Telephone No.: _________________________________________
* Must be signed by the registered holder(s) exactly as name(s) appear(s) on the
stock certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, please set forth full title and see
Instruction 5.
GUARANTEE OF SIGNATURE(S) (SEE INSTRUCTIONS 1 AND 5)
Authorized Signature: __________________________________________________________
Name: __________________________________________________________________________
Name of Firm: __________________________________________________________________
(Please Print)
Address of Firm: _______________________________________________________________
(Include Zip Code)
Area Code and Telephone No.: ___________________________________________________
Dated: ___________________________________________________________________, 1997
<PAGE>
IF SELLING SHARES SUBSEQUENT TO _____________, 1997, A RECORD HOLDER
MUST COMPLETE THE FOLLOWING IRREVOCABLE PROXY
PLEASE SIGN THIS TO IRREVOCABLY TRANSFER A PREFERRED STOCK PROXY TO A
SUBSEQUENT HOLDER OF PREFERRED STOCK WHO WAS NOT A HOLDER OF RECORD ON
___________, 1997.
IRREVOCABLE PROXY *
with respect to shares of the
Cumulative Preferred Stock, _____% Series of
INDIANAPOLIS POWER & LIGHT COMPANY ("IPL")
The undersigned hereby irrevocably appoints:
-----------------------------------------
Type or Print Name of Transferee
as attorney and proxy, with full power of substitution, to vote and otherwise
act for and in the name(s) of the undersigned with respect to the Shares
indicated below which were held of record by the undersigned on ____________,
1997, in the manner in which the undersigned would be entitled to vote and
otherwise act in respect of such Shares on any and all matters.
This proxy shall be effective whether or not the Shares indicated below
are tendered in the Offer.
This instrument supersedes and revokes any and all previous
appointments of proxies heretofore made by the undersigned with respect to the
Shares indicated below as to any and all matters. THIS PROXY IS IRREVOCABLE AND
IS COUPLED WITH ANY INTEREST.
All authority conferred or agreed to be conferred herein shall survive
the death or incapacity of the undersigned, and any obligation of the
undersigned hereunder shall be binding upon the heirs, executors,
administrators, legal and personal representatives, successors in interest and
assigned of the undersigned. The undersigned understands that tenders of Shares
pursuant to any of the procedures described in the Offer to Purchase and Proxy
Statement and in this Letter of Transmittal and Proxy will constitute a binding
agreement between the undersigned and IPL upon the terms and subject to the
conditions of the Offer.
DESCRIPTION OF PREFERRED STOCK
Certificate Number(s) Aggregate Number
(Attach List If Necessary) of Shares
1. ___________________ _________________
2. ___________________ _________________
3. ___________________ _________________
Total: _________________
* This irrevocable proxy must be signed on the next page to be effective.
<PAGE>
IRREVOCABLE PROXY
SIGNATURE(S) OF RECORD OR AUTHORIZED SIGNATORY *
---------------------------------------
-----------------------------------------------------------
(Please Print)
Dated: _______________________________________________ , 1997
Tax Identification or Social Security No(s) ________________________________
---------------------------------------
-----------------------------------------------------------
(Please Print)
Dated: _______________________________________________ , 1997
Tax Identification or Social Security No(s) ________________________________
* Must be signed by the registered holder(s) exactly as name(s) appear(s) on the
Record Date on the stock certificate(s) or on a security position listing or by
person(s) authorized to become registered holder(s) by certificates and
documents transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, agent or
other person acting in a fiduciary or representative capacity, please provide
the following information and see Instruction 5.
GUARANTEE OF SIGNATURE(S) (SEE INSTRUCTIONS 1 AND 5)
Authorized Signature: __________________________________________________________
Name: __________________________________________________________________________
Capacity (Full Title): ______________________________________________________
Name of Firm: __________________________________________________________________
(Please Print)
Address of Firm: _______________________________________________________________
--------------------------------------------------------------
(Include Zip Code)
Area Code and Telephone No.: ___________________________________________________
Dated: ___________________________________________________________________, 1997
NOTE: IF SHARES ARE BEING TENDERED, THE REMAINDER OF THIS
LETTER OF TRANSMITTAL AND PROXY MUST BE COMPLETED,
INCLUDING THE SUBSTITUTE FORM W-9 BELOW OR A FORM W-8, AS
APPLICABLE.
<PAGE>
DELIVERY OF THIS LETTER OF TRANSMITTAL AND PROXY TO AN ADDRESS OTHER
THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER
OTHER THAN THE ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. YOU MUST
SIGN THIS LETTER OF TRANSMITTAL AND PROXY IN THE APPROPRIATE SPACE THEREFOR
PROVIDED ABOVE AND, IF YOU ARE TENDERING ANY SHARES OR VOTING "FOR" THE PROPOSED
AMENDMENT, COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH BELOW OR A FORM W-8, AS
APPLICABLE. SEE INSTRUCTION 8 AND "IMPORTANT TAX INFORMATION" BELOW.
DO NOT SEND ANY CERTIFICATES TO DILLON, READ & CO. INC., MERRILL LYNCH
& CO., D.F. KING & CO., INC., IPALCO ENTERPRISES, INC., OR INDIANAPOLIS POWER &
LIGHT COMPANY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL AND PROXY
SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL AND PROXY IS
COMPLETED.
This Letter of Transmittal and Proxy is to be used (a) if Shares are to
be voted but not tendered, or (b) if Shares are to be voted and (i) certificates
are to be forwarded herewith or (ii) delivery of tendered Shares (as defined
below) is to be made by book-entry transfer to the Depositary's account at The
Depository Trust Company ("DTC") or Philadelphia Depository Trust Company
("PDTC") (hereinafter collectively referred to as the "Book-Entry Transfer
Facilities") pursuant to the procedures set forth under the heading "Terms of
the Offer -- Procedure for Tendering Shares" in the Offer to Purchase and Proxy
Statement (as defined below).
Preferred Shareholders who wish to tender Shares yet who cannot deliver
their Shares and all other documents required hereby to the Depositary by the
Expiration Date must tender their Shares pursuant to the guaranteed delivery
procedure set forth under the heading "Terms of the Offer -- Procedure for
Tendering Shares -- Guaranteed Delivery Procedure" in the Offer to Purchase and
Proxy Statement. See Instruction 2. DELIVERY OF DOCUMENTS TO IPALCO, IPL OR A
BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE A VALID DELIVERY.
<PAGE>
|_| CHECK HERE IF TENDERED SHARES ARE ENCLOSED HEREWITH.
A HOLDER TENDERING SHARES PURSUANT TO THIS LETTER OF TRANSMITTAL AND
PROXY MUST CHECK ONE OF THE FOLLOWING BOXES:
|_| A duly completed, valid and unrevoked proxy indicating a vote
"FOR" the Proposed Amendment is included herein.
|_| A vote "FOR" the Proposed Amendment will be cast at the
Special Meeting.
(BOXES BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY)
o CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER TO THE DEPOSITARY'S ACCOUNT AT ONE OF THE BOOK-ENTRY TRANSFER
FACILITIES AND COMPLETE THE FOLLOWING:
Name of tendering institution: _______________________________________
(Please Print)
Check applicable box: o DTC o PDTC
Account No. ____________________________________________________
Transaction Code No. ____________________________________________
o CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY AND PROXY PREVIOUSLY SENT TO THE DEPOSITARY AND
COMPLETE THE FOLLOWING:
Name(s) of tendering shareholder(s): __________________________________
-----------------------------------------------------------------------
(Please Print)
Date of execution of Notice of Guaranteed Delivery and Proxy: _________
Name of institution that guaranteed delivery: ______________________
If delivery is by book-entry transfer:
Name of tendering institution: ______________________________
Account No. _______________________________ at o DTC or o PDTC
(Check One)
Transaction Code No. _________________________________________
A HOLDER ELECTING TO TENDER SHARES PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY AND PROXY MUST CHECK ONE OF THE FOLLOWING BOXES:
|_| A duly completed, valid and unrevoked proxy indicating a vote
"FOR" the Proposed Amendment was included with the Notice of
Guaranteed Delivery and Proxy previously sent to the
Depositary.
|_| A duly completed, valid and unrevoked proxy indicating a vote
"FOR" the Proposed Amendment is being delivered pursuant to a
Notice of Guaranteed Delivery and Proxy previously sent to the
Depositary.
|_| A vote "FOR" the Proposed Amendment will be cast at the
Special Meeting.
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED ABOVE.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The abovesigned hereby tenders to IPALCO Enterprises, Inc., an Indiana
corporation ("IPALCO"), the shares in the amount set forth in the box above
labeled "Description of Shares Tendered" pursuant to IPALCO's offer to purchase
any and all of the outstanding shares of the series of cumulative preferred
stock of Indianapolis Power & Light Company, an Indiana corporation and direct
subsidiary of IPALCO ("IPL"), shown on the first page hereof as to which this
Letter of Transmittal and Proxy is applicable (the "Shares") at the purchase
price per Share shown on the first page hereof (the "Purchase Price"), net to
the seller in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase and Proxy Statement, dated _________, 1997 (the "Offer to
Purchase and Proxy Statement"), receipt of which is hereby acknowledged, and in
this Letter of Transmittal and Proxy (which as to the Shares, together with the
Offer to Purchase and Proxy Statement, constitutes the "Offer"). PREFERRED
SHAREHOLDERS WHO WISH TO TENDER THEIR SHARES PURSUANT TO THE OFFER MUST VOTE IN
FAVOR OF THE PROPOSED AMENDMENT TO IPL'S AMENDED ARTICLES OF INCORPORATION, AS
SET FORTH IN THE OFFER TO PURCHASE AND PROXY STATEMENT (THE "PROPOSED
AMENDMENT"). THE OFFER IS CONDITIONED UPON THE PROPOSED AMENDMENT BEING APPROVED
AND ADOPTED AT THE SPECIAL MEETING (AS DEFINED IN THE OFFER TO PURCHASE AND
PROXY STATEMENT). See "Proposed Amendment and Proxy Solicitation," "Terms of the
Offer -- Extension of Tender Period; Termination; Amendments" and "Terms of the
Offer -- Certain Conditions of the Offer" in the Offer to Purchase and Proxy
Statement.
Subject to, and effective upon, acceptance for payment of and payment
for the Shares tendered herewith in accordance with the terms and subject to the
conditions of the Offer (including, if the Offer is extended or amended, the
terms and conditions of any such extension or amendment), the abovesigned hereby
sells, assigns and transfers to, or upon the order of, IPALCO all right, title
and interest in and to all the Shares that are being tendered hereby and hereby
constitutes and appoints IBJ Schroder Bank & Trust Company (the "Depositary")
the true and lawful agent and attorney-in-fact of the abovesigned with respect
to such Shares, with full power of substitution (such power of attorney being an
irrevocable power coupled with an interest), to (a) deliver certificates for
such Shares, or transfer ownership of such Shares on the account books
maintained by any of the Book-Entry Transfer Facilities, together, in any such
case, with all accompanying evidences of transfer and authenticity, to or upon
the order of IPALCO, (b) present such Shares for registration and transfer on
the books of IPL and (c) receive all benefits and otherwise exercise all rights
of beneficial ownership of such Shares, all in accordance with the terms of the
Offer.
<PAGE>
The abovesigned hereby represents and warrants that the abovesigned has
full power and authority to tender, sell, assign and transfer the Shares
tendered hereby and that, when and to the extent the same are accepted for
payment by IPALCO, IPALCO will acquire good, marketable and unencumbered title
thereto, free and clear of all liens, restrictions, charges, encumbrances,
conditional sales agreements or other obligations relating to the sale or
transfer thereof, and the same will not be subject to any adverse claims. The
abovesigned will, upon request, execute and deliver any additional documents
deemed by the Depositary or IPALCO to be necessary or desirable to complete the
sale, assignment and transfer of the Shares tendered hereby.
All authority herein conferred or agreed to be conferred shall not be
affected by, and shall survive, the death or incapacity of the abovesigned, and
any obligations of the abovesigned hereunder shall be binding upon the heirs,
personal representatives, successors and assigns of the abovesigned. Except as
stated in the Offer, this tender is irrevocable.
The abovesigned understands that tenders of Shares pursuant to any one
of the procedures described under the heading "Terms of the Offer -- Procedure
for Tendering Shares" in the Offer to Purchase and Proxy Statement and in the
instructions hereto will constitute the abovesigned's acceptance of the terms
and conditions of the Offer, including the abovesigned's representation and
warranty that (a) the abovesigned has a net long position in the Shares being
tendered within the meaning of Rule 14e-4 promulgated under the Securities
Exchange Act of 1934, as amended, and (b) the tender of such Shares complies
with Rule 14e-4. IPALCO's acceptance for payment of Shares tendered pursuant to
the Offer will constitute a binding agreement between the abovesigned and IPALCO
upon the terms and subject to the conditions of the Offer.
The abovesigned recognizes that, under certain circumstances set forth
in the Offer to Purchase and Proxy Statement, IPALCO may terminate or amend the
Offer or may not be required to purchase any of the Shares tendered hereby. In
either event, the abovesigned understands that certificate(s) for any Shares not
tendered or not purchased will be returned to the abovesigned.
Unless otherwise indicated in the box below under the heading "Special
Payment Instructions," please issue the check for the Purchase Price of any
Shares purchased, and/or return any Shares not tendered or not purchased, in the
name(s) of the abovesigned (and, in the case of Shares tendered by book-entry
transfer, by credit to the account at the Book-Entry Transfer Facility
designated above). Unless otherwise indicated in the box below under the heading
"Special Delivery Instructions," please mail the check for the Purchase Price of
any Shares purchased and/or any certificates for Shares not tendered or not
purchased (and accompanying documents, as appropriate) to the abovesigned at the
address shown below the abovesigned signature(s). In the event that both
"Special Payment Instructions" and "Special Delivery Instructions" are
completed, please issue the check for the Purchase Price of any Shares purchased
and/or return any Shares not tendered or not purchased in the name(s) of, and
mail said check and/or any certificates to, the person(s) so indicated. The
abovesigned recognizes that IPALCO has no obligation, pursuant to the "Special
Payment Instructions," to transfer any Shares from the name of the registered
holder(s) thereof if IPALCO does not accept for payment any of the Shares so
tendered.
<PAGE>
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
See Instructions 4, 6, and 7 See Instructions 4, 6, and 7
To be completed ONLY if the To be completed ONLY if the
check for the Purchase Price check for the Purchase Price
of Shares purchased and/or of Shares purchased and/or
certificates for Shares not certificates for Shares not
tendered or not purchased are tendered or not purchased are
to be issued in the name of to be mailed to someone other
someone other than the than the abovesigned at an
abovesigned. address other than that shown
below the abovesigned's
signature(s).
Name___________________________ Mail o Check o Certificate(s) to:
(Please Print)
Address________________________ Name_______________________________
(Please Print)
- -------------------------------
(Include Zip Code) Address_____________________________
(Tax Identification or Social (Include Zip Code)
Security Number)*
* See Substitute Form W-9 Below.
o CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN
AND WISH TO TENDER HAVE BEEN LOST, DESTROYED OR STOLEN. (SEE
INSTRUCTION 12.)
Number of Shares represented by lost, destroyed or stolen certificates:
--------------
<PAGE>
SOLICITED TENDERS
(SEE INSTRUCTION 10)
As provided in Instruction 10, IPALCO will pay to any Soliciting
Dealer, as defined in Instruction 10, a solicitation fee of $____ per Share
(except that for transactions for beneficial owners equal to or exceeding _____
Shares, IPALCO will pay a solicitation fee of $___ per Share) for any Shares
tendered, accepted for payment and paid pursuant to the Offer, and for all
Shares voted in favor of the Proposed Amendment, whether or not tendered.
Solicitation fees payable in transactions for beneficial owners of _______ or
more Shares shall be paid 80% to the Dealer Managers and 20% to the Soliciting
Dealers (which may be a Dealer Manager). However, Soliciting Dealers will not be
entitled to a solicitation fee for Shares beneficially owned by such Soliciting
Dealer.
The undersigned represents that the Soliciting Dealer which solicited
and obtained this tender is:
Name of Firm: __________________________________________________________________
(Please Print)
Name of Individual Broker or Financial Consultant: _____________________________
Telephone Number of Broker or Financial Consultant: ____________________________
Identification Number (if known): ______________________________________________
Address: _______________________________________________________________________
-----------------------------------------------------
(Include Zip Code)
The following to be completed ONLY if customer's Shares held in nominee
name are tendered. (ATTACH ADDITIONAL LIST IF NECESSARY.)
Name of Beneficial Owner Number of Shares Tendered
- ---------------------------------- ----------------------------------
- ---------------------------------- ----------------------------------
- ---------------------------------- ----------------------------------
- ---------------------------------- ----------------------------------
The acceptance of compensation by such Soliciting Dealer will
constitute a representation by it that (a) it has complied with the applicable
requirements of the Securities Exchange Act of 1934, as amended, and the
applicable rules and regulations thereunder, in connection with such
solicitation; (b) it is entitled to such compensation for such solicitation
under the terms and conditions of the Offer; (c) in soliciting tenders of
Shares, it has used no soliciting materials other than those furnished by
IPALCO; and (d) if it is a foreign broker or dealer not eligible for membership
in the National Association of Securities Dealers, Inc. (the "NASD"), it has
agreed to conform to the NASD's Rules of Fair Practice in making solicitations.
The payment of compensation to any Soliciting Dealer is dependent on
such Soliciting Dealer returning a Notice of Solicited Tenders to the
Depositary.
(IF SHARES ARE BEING TENDERED AND/OR VOTED, PLEASE COMPLETE
SUBSTITUTE FORM W-9 BELOW OR A FORM W-8, AS APPLICABLE)
SIGN HERE: _____________________________________________________________________
_____________________________________________________________________
(Signature(s) of Owner(s))
<PAGE>
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Guarantee of Signatures. Except as otherwise provided below, all
signatures on this Letter of Transmittal and Proxy must be guaranteed by a firm
that is a member of a registered national securities exchange or the National
Association of Securities Dealers, Inc., or by a commercial bank or trust
company having an office or correspondent in the United States which is a
participant in an approved Signature Guarantee Medallion Program (an "Eligible
Institution"). Signatures on this Letter of Transmittal and Proxy need not be
guaranteed (a) if this Letter of Transmittal and Proxy is signed by the
registered holder(s) of the Shares (which term, for purposes of this document,
shall include any participant in one of the Book-Entry Transfer Facilities whose
name appears on a security position listing as the owner of Shares) tendered
herewith and such holder(s) has not completed the box above under the heading
"Special Payment Instructions" or the box above under the heading "Special
Delivery Instructions" on this Letter of Transmittal and Proxy, (b) if such
Shares are tendered for the account of an Eligible Institution or (c) if this
Letter of Transmittal and Proxy is being used solely for the purpose of voting
Shares which are not being tendered pursuant to the Offer. See Instruction 5.
<PAGE>
2. Delivery of Letter of Transmittal and Proxy and Shares. This Letter
of Transmittal and Proxy is to be used if (a) certificates are to be forwarded
herewith, (b) delivery of Shares is to be made by book-entry transfer pursuant
to the procedures set forth under the heading "Terms of the Offer -- Procedure
for Tendering Shares" in the Offer to Purchase and Proxy Statement or (c) Shares
are being voted in connection with the Offer. Certificates for all physically
delivered Shares, or a confirmation of a book-entry transfer into the
Depositary's account at one of the Book-Entry Transfer Facilities of all Shares
delivered electronically, as well as a properly completed and duly executed
Letter of Transmittal and Proxy (or facsimile thereof) and any other documents
required by this Letter of Transmittal and Proxy, must be received by the
Depositary at one of its addresses set forth on the front page of this Letter of
Transmittal and Proxy on or prior to the Expiration Date with respect to all
Shares. Preferred Shareholders who wish to tender their Shares yet who cannot
deliver their Shares and all other required documents to the Depositary on or
prior to the Expiration Date must tender their Shares pursuant to the guaranteed
delivery procedure set forth under the heading "Terms of the Offer -- Procedure
for Tendering Shares" in the Offer to Purchase and Proxy Statement. Pursuant to
such procedure: (i) such tender must be made by or through an Eligible
Institution, (ii) a properly completed and duly executed Notice of Guaranteed
Delivery and Proxy in the form provided by IPALCO (with any required signature
guarantees) must be received by the Depositary on or prior to the applicable
Expiration Date and (iii) the certificates for all physically delivered Shares,
or a confirmation of a book-entry transfer into the Depositary's account at one
of the Book-Entry Transfer Facilities of all Shares delivered electronically, as
well as a properly completed and duly executed Letter of Transmittal and Proxy
(or facsimile thereof) and any other documents required by this Letter of
Transmittal and Proxy must be received by the Depositary by 5:00 p.m. (New York
City time) within three New York Stock Exchange ("NYSE") trading days after the
date of execution of such Notice of Guaranteed Delivery and Proxy, all as
provided under the heading "Terms of the Offer -- Procedure for Tendering
Shares" in the Offer to Purchase and Proxy Statement. A NYSE trading day is any
day on which the NYSE is open for business.
THE METHOD OF DELIVERY OF SHARES AND ALL OTHER REQUIRED DOCUMENTS IS AT
THE OPTION AND RISK OF THE TENDERING PREFERRED SHAREHOLDER. IF CERTIFICATES FOR
SHARES ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY
INSURED, IS RECOMMENDED.
No alternative, conditional or contingent tenders will be accepted. See
"Terms of the Offer -- Number of Shares; Purchase Price; Expiration Date;
Dividends" in the Offer to Purchase and Proxy Statement. By executing this
Letter of Transmittal and Proxy (or facsimile thereof), the tendering
shareholder waives any right to receive any notice of the acceptance for payment
of the Shares.
3. Voting. PREFERRED SHAREHOLDERS (INCLUDING PREFERRED SHAREHOLDERS WHO
ACQUIRE SHARES SUBSEQUENT TO THE RECORD DATE) WHO WISH TO TENDER THEIR SHARES
PURSUANT TO THE OFFER MUST VOTE IN FAVOR OF THE PROPOSED AMENDMENT TO IPL'S
AMENDED ARTICLES OF INCORPORATION, AS SET FORTH IN THE OFFER TO PURCHASE AND
PROXY STATEMENT (THE "PROPOSED AMENDMENT"). THE OFFER IS CONDITIONED UPON THE
PROPOSED AMENDMENT BEING APPROVED AND ADOPTED AT THE SPECIAL MEETING (AS DEFINED
IN THE OFFER TO PURCHASE AND PROXY STATEMENT). In addition, Preferred
Shareholders have the right to vote on the Proposed Amendment regardless of
whether they tender their Shares by casting their vote and duly executing this
Letter of Transmittal and Proxy or by voting in person at the Special Meeting.
By executing a Notice of Guaranteed Delivery and Proxy, a Preferred Shareholder
is deemed to have tendered the Shares described in such Notice of Guaranteed
Delivery and Proxy and to have voted such Shares in accordance with the proxy
contained therein. If no vote is indicated on an otherwise properly executed
proxy contained within this Letter of Transmittal and Proxy (or within a Notice
of Guaranteed Delivery and Proxy), then all Shares in respect of such proxy will
be voted in favor of the Proposed Amendment. See "Proposed Amendment and Proxy
Solicitation" in the Offer to Purchase and Proxy Statement. The Offer is being
sent to all persons in whose names Shares are registered on the books of IPL on
_________, 1997. Preferred Shareholders who purchase or whose purchase is
registered after the Record Date and who wish to tender in the Offer must
arrange with their seller to receive a proxy from the holder of record on the
Record Date of such Shares. Any holder of Shares held of record on the Record
Date in the name of another holder must establish to the satisfaction of IPL his
or her entitlement to exercise or transfer such Proxy. This will ordinarily
require an assignment by such record holder in blank, or if not in blank, to and
from each successive transferee, including the holder, which each signature
guaranteed by an Eligible Institution. See Instruction 5. In order to facilitate
receipt of proxies, Shares shall, during the period which commences
____________, 1997 (two business days prior to the Record Date) and which will
end at the close of business on the Expiration Date, trade in the
over-the-counter market with a proxy providing the transferee with the right to
vote such acquired shares in the Proxy Solicitation. No record date is fixed for
determining which persons are permitted to tender Shares. However, only the
holders of record, or holders who acquire an assignment of proxy from such
holders, are permitted to vote for the Proposed Amendment and thereby validly
tender Shares pursuant to the Offer. Any person who is the beneficial owner but
not the record holder of Shares must arrange for the record transfer of such
Shares prior to tendering or direct the record holder to tender on behalf of the
beneficial holder.
<PAGE>
4. Partial Tenders. NOT APPLICABLE TO SHAREHOLDERS WHO TENDER BY
BOOK-ENTRY TRANSFER. If fewer than all the Shares represented by any certificate
delivered to the Depositary are to be tendered, fill in the number of Shares
that are to be tendered in the box above under the heading "Description of
Shares Tendered." In such case, a new certificate for the remainder of the
Shares represented by the old certificate will be sent to the person(s) signing
this Letter of Transmittal and Proxy, unless otherwise provided in the box above
under the heading "Special Payment Instructions" or "Special Delivery
Instructions," as promptly as practicable following the expiration or
termination of the Offer. All Shares represented by certificates delivered to
the Depositary will be deemed to have been tendered unless otherwise indicated.
5. Signatures on Letter of Transmittal and Proxy and/or Notice of
Guaranteed Delivery and Proxy; Stock Powers and Endorsements. If either this
Letter of Transmittal and Proxy or the Notice of Guaranteed Delivery and Proxy
(together, the "Tender and Proxy Documents") is signed by the registered
holder(s) of the Shares tendered hereby, the signature(s) must correspond with
the name(s) as written on the face of the certificates without alteration,
enlargement or any change whatsoever.
If any of the Shares tendered or voted under either Tender and Proxy
Document is held of record by two or more persons, all such persons must sign
such Tender and Proxy Document. If any of the Shares tendered or voted under
either Tender and Proxy Document is registered in different names or different
certificates, it will be necessary to complete, sign and submit as many separate
applicable Tender and Proxy Documents as there are different registrations of
certificates.
If either Tender and Proxy Document is signed by the registered
holder(s) of the Shares tendered hereby, no endorsements of certificates or
separate stock powers are required unless payment of the Purchase Price is to be
made to, or Shares not tendered or not purchased are to be registered in the
name of, any person other than the registered holder(s). Signatures on any such
certificates or stock powers must be guaranteed by an Eligible Institution. See
Instruction 1.
If this Letter of Transmittal and Proxy is signed by a person other
than the registered holder(s) of the Shares tendered hereby, certificates must
be endorsed or accompanied by appropriate stock powers, in either case, signed
exactly as the name(s) of the registered holder(s) appear(s) on the certificates
for such Shares. Signature(s) on any such certificates or stock powers must be
guaranteed by an Eligible Institution. See Instruction 1.
If either Tender and Proxy Document or any certificate or stock power
is signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to IPALCO of the authority of such person so to act must be
submitted.
<PAGE>
6. Stock Transfer Taxes. Except as set forth in this Instruction 6,
IPALCO will pay or cause to be paid any stock transfer taxes with respect to the
sale and transfer of any Shares to it or its order pursuant to the Offer. If,
however, payment of the Purchase Price is to be made to, or Shares not tendered
or not purchased are to be registered in the name of, any person other than the
registered holder(s), or if tendered Shares are registered in the name of any
person other than the person(s) signing this Letter of Transmittal and Proxy,
the amount of any stock transfer taxes (whether imposed on the registered
holder(s), such other person or otherwise) payable on account of the transfer to
such person will be deducted from the Purchase Price unless satisfactory
evidence of the payment of such taxes, or exemption therefrom, is submitted.
Each Preferred Shareholder will be responsible for paying any income or gross
receipts taxes imposed by any jurisdiction by reason of the Special Cash Payment
(as defined in the Offer to Purchase and Proxy Statement) and/or the sale of the
Shares in the Offer. See "Terms of the Offer -- Acceptance of Shares for Payment
and Payment of Purchase Price" and "Certain Federal Income Tax Consequences" in
the Offer to Purchase and Proxy Statement. EXCEPT AS PROVIDED IN THIS
INSTRUCTION 6, IT WILL NOT BE NECESSARY TO AFFIX TRANSFER TAX STAMPS TO THE
CERTIFICATES REPRESENTING SHARES TENDERED HEREBY.
7. Special Payment and Delivery Instructions. If the check for the
Purchase Price of any Shares purchased is to be issued in the name of, any
Shares not tendered or not purchased are to be returned to, and/or the check for
the Special Cash Payment is to be issued in the name of, a person other than the
person(s) signing this Letter of Transmittal and Proxy or if the check and/or
any certificate for Shares not tendered or not purchased are to be mailed to
someone other than the person(s) signing this Letter of Transmittal and Proxy or
to an address other than that shown in the box above under the heading
"Description of Shares Tendered," then the "Special Payment Instructions" and/or
"Special Delivery Instructions" on this Letter of Transmittal and Proxy should
be completed. Preferred Shareholders tendering Shares by book-entry transfer
will have any Shares not accepted for payment returned by crediting the account
maintained by such Preferred Shareholder at the Book-Entry Transfer Facility
from which such transfer was made.
8. Substitute Form W-9 and Form W-8. The tendering and/or voting
Preferred Shareholder is required to provide the Depositary with either a
correct Taxpayer Identification Number ("TIN") on Substitute Form W-9, which is
provided under "Important Tax Information" below, or a properly completed Form
W-8. Failure to provide the information on either Substitute Form W-9 or Form
W-8 may subject the tendering and/or voting Preferred Shareholder to 31% federal
income tax backup withholding on the payment of the Purchase Price for the
Shares or on the Special Cash Payment. The tendering and/or voting Preferred
Shareholder may write "Applied For" in Part I of Substitute Form W-9 and sign
the "Certificate of Awaiting Taxpayer Identification Number" of Substitute Form
W-9 if he or she has not been issued a TIN and has applied for a number or
intends to apply for a number in the near future. If "Applied For" is written in
Part I of Substitute Form W-9 and the "Certificate of Awaiting Taxpayer
Identification Number" of Substitute Form W-9 is signed and the Depositary is
not provided with a TIN by the time of payment, the Depositary will withhold 31%
on all payments of the Purchase Price for the Shares or the Special Cash Payment
thereafter until a TIN is provided to the Depositary.
9. Requests for Assistance or Additional Copies. Any questions or
requests for assistance may be directed to the Information Agent or the Dealer
Managers at their respective telephone numbers and addresses listed below.
Requests for additional copies of the Offer to Purchase and Proxy Statement,
this Letter of Transmittal and Proxy, or other tender offer materials may be
directed to the Information Agent or the Dealer Managers and such copies will be
furnished promptly at IPALCO's expense. Preferred Shareholders may also contact
their local broker, dealer, commercial bank or trust company for assistance
concerning the Offer.
<PAGE>
10. Solicited Tenders. IPALCO will pay a solicitation fee of $____ per
Share (except that for transactions for beneficial owners equal to or exceeding
______ Shares, IPALCO will pay a solicitation fee of $___ per Share) for any
Shares tendered, accepted for payment and paid pursuant to the Offer, and for
all Shares voted in favor of the Proposed Amendment, whether or not tendered
(with solicitation fees in transactions for beneficial owners of _______ or more
Shares being payable 80% to the Dealer Managers and 20% to the Soliciting
Dealers (which may be a Dealer Manager)), covered by the Letter of Transmittal
and Proxy which designates, under the heading "Solicited Tenders" above as
having solicited and obtained the tender, the name of (a) any broker or dealer
in securities, including the Dealer Managers in their capacity as a dealer or
broker, which is a member of any national securities exchange or of the National
Association of Securities Dealers, Inc. (the "NASD"), (b) any foreign broker or
dealer not eligible for membership in the NASD which agrees to conform to the
NASD's Rules of Fair Practice in soliciting tenders outside the United States to
the same extent as though it were an NASD member, or (c) any bank or trust
company (each of which is referred to herein as a "Soliciting Dealer"). No
solicitation fee or separate fee (other than solicitation fees payable to the
Dealer Managers as provided above) shall be payable to a Soliciting Dealer with
respect to the tender of Shares or the vote of Shares by a holder unless the
Letter of Transmittal and Proxy accompanying such tender or vote, as the case
may be, designates such Soliciting Dealer. No solicitation fee or separate fee
shall be payable to a Soliciting Dealer in respect of Shares registered in the
name of such Soliciting Dealer unless such Shares are held by such Soliciting
Dealer as nominee and such Shares are being tendered or voted for the benefit of
one or more beneficial owners identified on the Letter of Transmittal and Proxy
or on the Notice of Solicited Tenders. No solicitation fee or separate fee shall
be payable to a Soliciting Dealer if such Soliciting Dealer is required for any
reason to transfer the amount of such fee to a depositing holder (other than
itself). No solicitation fee shall be paid to a Soliciting Dealer with respect
to Shares tendered for such Soliciting Dealer's own account and no separate fee
shall be paid to a Soliciting Dealer with respect to Shares voted for such
Soliciting Dealer's own account. A Soliciting Dealer shall not be entitled to a
solicitation fee or a separate fee for Shares beneficially owned by such
Soliciting Dealer. No broker, dealer, bank, trust company or fiduciary shall be
deemed to be the agent of IPALCO, IPL, the Depositary, the Dealer Managers or
the Information Agent for purposes of the Offer.
Soliciting Dealers will include any of the organizations described in
clauses (a), (b) and (c) above even when the activities of such organizations in
connection with the Offer consist solely of forwarding to clients materials
relating to the Offer, including the Letter of Transmittal and Proxy and
tendering Shares as directed by beneficial owners thereof. No Soliciting Dealer
is required to make any recommendation to holders of Shares as to whether to
tender or refrain from tendering in the Offer. No assumption is made, in making
payment to any Soliciting Dealer, that its activities in connection with the
Offer included any activities other than those described above, and for all
purposes noted in all materials relating to the Offer, the term "solicit" shall
be deemed to mean no more than "processing shares tendered" or "forwarding to
customers materials regarding the Offer."
11. Irregularities. All questions as to the form of documents and the
validity, eligibility (including time of receipt) and acceptance of any tender
of Shares will be determined by IPALCO, in its sole discretion, and its
determination shall be final and binding. IPALCO reserves the absolute right to
reject any and all tenders of Shares that it determines are not in proper form
or the acceptance for payment of or payment for Shares that may, in the opinion
of IPALCO's counsel, be unlawful. IPALCO also reserves the absolute right to
waive any of the conditions to the Offer or any defect or irregularity in any
tender of Shares and IPALCO's interpretation of the terms and conditions of the
Offer (including these instructions) shall be final and binding. Unless waived,
any defects or irregularities in connection with tenders must be cured within
such time as IPALCO shall determine. None of IPALCO, the Dealer Managers, the
Depositary, the Information Agent or any other person shall be under any duty to
give notice of any defect or irregularity in tenders nor shall any of them incur
any liability for failure to give any such notice. Tenders will not be deemed to
have been made until all defects and irregularities have been cured or waived.
<PAGE>
12. Lost, Destroyed or Stolen Certificates. If any certificate
representing Shares has been lost, destroyed or stolen, the Preferred
Shareholder should promptly notify the Depositary by checking the box above
immediately following the "Special Payment Instructions/Special Delivery
Instructions" and indicating the number of Shares lost, destroyed or stolen. The
Preferred Shareholder will then be instructed as to the procedures that must be
taken in order to replace the certificate. The tender of Shares pursuant to this
Letter of Transmittal and Proxy will not be valid unless prior to the Expiration
Date: (a) such procedures have been completed and a replacement certificate for
the Shares has been delivered to the Depositary or (b) a Notice of Guaranteed
Delivery and Proxy has been delivered to the Depositary. See Instruction 2.
IMPORTANT: THIS LETTER OF TRANSMITTAL AND PROXY (OR A FACSIMILE COPY HEREOF),
DULY EXECUTED, TOGETHER WITH, IF APPLICABLE, CERTIFICATES OR CONFIRMATION OF
BOOK-ENTRY TRANSFER, AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE
DEPOSITARY, OR, IF APPLICABLE, THE NOTICE OF GUARANTEED DELIVERY AND PROXY MUST
BE RECEIVED BY THE DEPOSITARY, ON OR PRIOR TO THE APPLICABLE EXPIRATION DATE.
IMPORTANT TAX INFORMATION
Under federal income tax law, a Preferred Shareholder whose tendered
Shares are accepted for payment or who will receive a Special Cash Payment as a
result of voting in favor of the Proposed Amendment is required to provide the
Depositary (as payer) with either such Preferred Shareholder's correct TIN on
Substitute Form W-9 below or a properly completed Form W-8. If such Preferred
Shareholder is an individual, the TIN is his or her social security number. For
businesses and other entities, the number is the federal employer identification
number. If the Depositary is not provided with the correct TIN or properly
completed Form W-8, the Preferred Shareholder may be subject to a $50 penalty
imposed by the Internal Revenue Service. In addition, (a) payments that are made
to such Preferred Shareholder with respect to Shares purchased pursuant to the
Offer or (b) Special Cash Payments made to a Preferred Shareholder with respect
to Shares voted pursuant to the proxy solicitation may be subject to backup
withholding. The Form W-8 can be obtained from the Depositary. See the enclosed
"Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9" below for additional instructions.
If federal income tax backup withholding applies, the Depositary is
required to withhold 31% of any payments made to the Preferred Shareholder.
Backup withholding is not an additional tax. Rather, the federal income tax
liability of persons subject to backup withholding will be reduced by the amount
of the tax withheld. If withholding results in an overpayment of taxes, a refund
may be obtained.
Purpose of Substitute Form W-9 and Form W-8
To avoid backup withholding on payments that are made to a Preferred
Shareholder with respect to Shares purchased pursuant to the Offer or on Special
Cash Payments, the Preferred Shareholder is required to notify the Depositary of
his or her correct TIN by completing the Substitute Form W-9 below certifying
that the TIN provided on Substitute Form W-9 is correct and that (a) the
Preferred Shareholder has not been notified by the Internal Revenue Service that
<PAGE>
he or she is subject to federal income tax backup withholding as a result of
failure to report all interest or dividends or (b) the Internal Revenue Service
has notified the Preferred Shareholder that he or she is no longer subject to
federal income tax backup withholding. Foreign Preferred Shareholders must
submit a properly completed Form W-8 in order to avoid the applicable backup
withholding; provided, however, that backup withholding will not apply to
foreign Preferred Shareholders subject to 30% (or lower treaty rate) withholding
on gross payments received pursuant to the Offer or on the Special Cash
Payments.
What Number to Give the Depositary
The Preferred Shareholder is required to give the Depositary the social
security number or employer identification number of the registered owner of the
Shares. If the Shares are in more than one name or are not in the name of the
actual owner, consult the "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" below for additional guidance on
which number to report.
<PAGE>
SEE "GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9" BELOW FOR ADDITIONAL INSTRUCTIONS.
SUBSTITUTE FORM W-9
PAYER'S NAME: IBJ Schroder Bank & Trust Company
<TABLE>
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SUBSTITUTE Part I -- PLEASE PROVIDE Social Security Number or
FORM W-9 YOUR TIN IN THE BOX AT Employer Identification
RIGHT AND CERTIFY BY Number
Payer's Request for SIGNING AND DATING BELOW: (If Awaiting TIN write
Taxpayer Identification ------------------------- "Applied for")
Number (TIN)
Part II -- For Payees NOT
Department of the Treasury subject to backup
Internal Revenue Service withholding, see the
"Guidelines for
-------------------------- Certification of Taxpayer
NAME (Please Print) Identification Number on
Substitute Form W-9"
-------------------------- below and complete as
ADDRESS instructed therein.
---------------------------
CITY STATE ZIP CODE
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Part III -- Certification: -- Under the penalties of perjury, I certify that:
(1) The number shown on this form is my correct taxpayer identification number
(or I am waiting for a number to be issued to me), and
(2) I am not subject to backup withholding either because: (a) I am exempt from
backup withholding, or (b) I have not been notified by the Internal Revenue
Service ("IRS") that I am subject to backup withholding as a result of a
failure to report all interest or dividends, or (c) the IRS has notified me
that I am no longer subject to backup withholding.
SIGNATURE _______________________________ DATE __________________________, 1997
Certification Instructions -- You must cross out item (2) above if you have been
notified by the IRS that you are currently subject to backup withholding because
of underreporting interest or dividends on your tax return. However, if after
being notified by the IRS that you were subject to backup withholding you
received another notification from the IRS that you are no longer subject to
backup withholding, do not cross out item (2). Also see instructions in the
enclosed Guidelines.
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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WRITE "APPLIED FOR"
IN PART I OF SUBSTITUTE FORM W-9
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number within sixty (60) days, 31%
of all reportable payments made to me thereafter will be withheld until I
provide a number.
_____________________________________ _________________________________, 1997
Signature Date
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU. PLEASE REVIEW THE
"GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9" BELOW FOR ADDITIONAL DETAILS.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
SECTION REFERENCES ARE TO THE INTERNAL REVENUE CODE.
Purpose of Form. A person who is required to file an information return
with the Internal Revenue Service ("IRS") must obtain your correct taxpayer
identification number ("TIN") to report income paid to you, real estate
transactions, mortgage interest you paid, the acquisition or abandonment of
secured property, or contributions you made to an IRA. Use Form W-9 to furnish
your correct TIN to the requester (the person asking you to furnish your TIN)
and, when applicable, (1) to certify that the TIN you are furnishing is correct
(or that you are waiting for a number to be issued), (2) to certify that you are
not subject to backup withholding, and (3) to claim exemption from backup
withholding if you are an exempt payee. Furnishing your correct TIN and making
the appropriate certifications will prevent certain payments from being subject
to backup withholding.
Note: IF A REQUESTER GIVES YOU A FORM OTHER THAN W-9 TO REQUEST YOUR TIN,
YOU MUST USE THE REQUESTER'S FORM.
How To Obtain a TIN. If you do not have a TIN, apply for one immediately.
To apply, get Form SS-5, Application for a Social Security Card (for
Individuals), from your local office of the Social Security Administration, or
Form SS-4, Application for Employer Identification Number (for businesses and
all other entities), from your local IRS office.
To complete Form W-9 if you do not have a TIN, write "Applied for" in the
space for the TIN in Part 1, sign and date the form, and give it to the
requester. Generally, you will then have 60 days to obtain a TIN and furnish it
to the requester. If the requester does not receive your TIN within 60 days,
backup withholding, if applicable, will begin and continue until you furnish
your TIN to the requester. For reportable interest or dividend payments, the
payor must exercise one of the following options concerning backup withholding
during this 60-day period. Under option (1), a payor must backup withhold on any
withdrawals you make from your account after 7 business days after the requester
receives this form back from you. Under option (2), the payor must backup
withhold on any reportable interest or dividend payments made to your account,
regardless of whether you make any withdrawals. The backup withholding under
option (2) must begin no later than 7 business days after the requester receives
this form back. Under option (2), the payor is required to refund the amounts
withheld if your certified TIN is received within the 60-day period and you were
not subject to backup withholding during that period.
Note: WRITING "APPLIED FOR" ON THE FORM MEANS THAT YOU HAVE ALREADY APPLIED
FOR A TIN OR THAT YOU INTEND TO APPLY FOR ONE IN THE NEAR FUTURE.
As soon as you receive your TIN, complete another Form W-9, include your
TIN, sign and date the form, and give it to the requester.
What Is Backup Withholding? -- Persons making certain payments to you must
withhold and pay to the IRS 31% of such payments under certain conditions. This
is called "backup withholding." Payments that could be subject to backup
withholding include interest, dividends, broker and barter exchange
transactions, rents, royalties, nonemployee compensation, and certain payments
from fishing boat operators, but do not include real estate transactions.
If you give the requester your correct TIN, make the appropriate
certifications, and report all your taxable interest and dividends on your tax
return, your payments will not be subject to backup withholding. Payments you
receive will be subject to backup withholding if:
(1) You do not furnish your TIN to the requester, or
(2) The IRS notifies the requester that you furnished an incorrect TIN, or
(3) You are notified by the IRS that you are subject to backup withholding
because you failed to report all your interest and dividends on your tax return
(for reportable interest and dividends only), or
(4) You do not certify to the requester that you are not subject to backup
withholding under 3 above (for reportable interest and dividend accounts opened
after 1983 only), or
(5) You do not certify your TIN.
<PAGE>
Except as explained in 5 above, other reportable payments are subject to
backup withholding only if 1 or 2 above applies. Certain payees and payments are
exempt from backup withholding and information reporting. See Payees and
Payments Exempt From Backup Withholding, below, and Exempt Payees and Payments
under Signing the Certification, below, if you are an exempt payee.
Payees and Payments Exempt From Backup Withholding. The following is a list
of payees exempt from backup withholding and for which no information reporting
is required. For interest and dividends, all listed payees are exempt except as
listed in item (2). For broker transactions, payees listed in items (1) and (13)
and a person registered under the Investment Advisers Act of 1940 who regularly
acts as a broker are exempt. Payments subject to reporting under sections 6041
and 6041A are generally exempt from backup withholding only if made to payees
described in items (1) through (7), except a corporation that provides medical
and health care services or bills and collects payments for such services is not
exempt from backup withholding or information reporting. Only payees described
in items (2) through (6) are exempt from backup withholding for barter exchange
transactions and patronage dividends.
(1) A corporation.
(2) An organization exempt from tax under section 501(a), an IRA, or a
custodial account under section 402(b)(7).
(3) The United States or any of its agencies or instrumentalities.
(4) A state, the District of Columbia, a possession of the United States,
or any of their political subdivisions or instrumentalities.
(5) A foreign government or any of its political subdivisions, agencies, or
instrumentalities.
(6) An international organization or any of its agencies or
instrumentalities.
(7) A foreign central bank of issue.
(8) A dealer in securities or commodities required to register in the
United States or a possession of the United States.
(9) A futures commission merchant registered with the Commodity Futures
Trading Commission.
(10)A real estate investment trust.
(11)An entity registered at all times during the tax year under the
Investment Company Act of 1940.
(12)A common trust fund operated by a bank under section 584(a).
(13)A financial institution.
(14)A middleman known in the investment community as a nominee or listed in
the most recent publication of the American Society of Corporation Secretaries,
Inc., Nominee List.
(15)A trust exempt from tax under section 664 or described in section 4947.
Payments of dividend and patronage dividends generally not subject to
backup withholding include the following:
o Payments to nonresident aliens subject to withholding under section
1441.
o Payments to partnerships not engaged in a trade or business in the
United States and that have at least one nonresident partner.
o Payments of patronage dividends not paid in money.
o Payments made by certain foreign organizations.
o Section 404(k) payments made by an ESOP.
Payments of interest generally not subject to backup withholding include the
following:
o Payments of interest on obligations issued by individuals.
Note: YOU MAY BE SUBJECT TO BACKUP WITHHOLDING IF THIS INTEREST IS $600 OR
MORE AND IS PAID IN THE COURSE OF THE PAYER'S TRADE OR BUSINESS AND YOU HAVE NOT
PROVIDED YOUR CORRECT TIN TO THE PAYER.
o Payments of tax-exempt interest (including exempt-interest dividends
under section 852).
o Payments described in section 6049(b)(5) to nonresident aliens.
<PAGE>
o Payments on tax-free covenant bonds under section 1451.
o Payments made by certain foreign organizations.
o Mortgage interest paid to you.
Other types of payments generally not subject to backup withholding inlcude:
o Wages.
o Distributions from a pension, annuity, profit-sharing or stock bonus
plan, or an IRA.
o Distributions from an owner-employee plan.
o Certain surrenders of life insurance contracts.
o Gambling winnings, if withholding is required under section 3402(q).
However, if withholding is not required under section 3402(q), backup
withholding applies if the payee fails to furnish a TIN.
o Real estate transactions reportable under section 6045.
Payments that are not subject to information reporting are also not subject
to backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045,
6049, 6050A, and 6050N, and the regulations under those sections.
Penalties
Failure To Furnish TIN. If you fail to furnish your correct TIN to a
requester, you are subject to a penalty of $50 for each such failure unless your
failure is due to reasonable cause and not to willful neglect.
Civil Penalty for False Information With Respect to Withholding. If you
make a false statement with no reasonable basis that results in no backup
withholding, you are subject to a $500 penalty.
Criminal Penalty for Falsifying Information. Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
Misuse of TINs. If the requester discloses or uses TINs in violation of
Federal law, the requester may be subject to civil and criminal penalties.
Specific Instructions
Name -- If you are an individual, you must generally provide the name shown
on your social security card. However, if you have changed your last name, for
instance, due to marriage, without informing the Social Security Administration
of the name change, please enter your first name, the last name shown on your
social security card, and your new last name.
If you are a sole proprietor, you must furnish your individual name and
either your SSN or EIN. You may also enter your business name or "doing business
as" name on the business name line. Enter your name(s) as shown on your social
security card and/or as it was used to apply for your EIN on Form SS-4.
<PAGE>
Signing the "Part III -- Certification" on the Substitute Form W-9
(1) Interest, Dividend, and Barter Exchange Accounts Opened Before 1984 and
Broker Accounts Considered Active During 1983 -- You are required to furnish
your correct TIN, but you are not required to sign the certification.
(2) Interest, Dividend, Broker, and Barter Exchange Accounts Opened After
1983 and Broker Accounts Considered Inactive During 1983 -- Your must sign the
certification or backup withholding will apply. If you are subject to backup
withholding and you are merely providing your correct TIN to the requester, you
must cross out item 2 in the certification before signing the form.
(3) Real Estate Transactions. You must sign the certification. You may
cross out item 2 of the certification.
(4) Other Payments. You are required to furnish your correct TIN, but you
are not required to sign the certification unless you have been notified of an
incorrect TIN. Other payments include payments made in the course of the
requester's trade or business for rents, royalties, goods (other than bills for
merchandise), medical and health care services, payments to a nonemployee for
services (including attorney and accounting fees), and payments to certain
fishing boat crew members.
(5) Mortgage Interest Paid by You, Acquisition or Abandonment of Secured
Property, or IRA Contributions. You are required to furnish your correct TIN,
but you are not required to sign the certification.
(6) Exempt Payees and Payments. If you are exempt from backup withholding,
you should complete this form to avoid possible erroneous backup withholding.
Enter your correct TIN in Part I, wright "EXEMPT" in the block in Part II, and
sign and date the form. IF you are a nonresident alien or foreign entity not
subject to backup withholding, give the requester a complete Form W-8,
Certificate of Foreign Status.
(7) TIN "Applied for." Follow the instructions under Hot To Obtain a TIN,
on page 1, and sign and date this form.
Signature: For a joint account, only the person whose TIN is shown in Part
I should sign.
Privacy Act Notice: Section 6109 requires you to furnish your correct TIN
to persons who must file information returns with the IRS to report interest,
dividends, and certain other income paid to you, mortgage interest you paid, the
acquisition or abandonment of secured property, or contributions you made to an
IRA. The IRS uses the numbers for identification purposes and to help verify the
accuracy of your tax return. You must provide your TIN whether or not you are
required to file a tax return. Payers must generally withhold 31% of taxable
interest, dividends, and certain other payments to a payee who does not furnish
a TIN to a payor. Certain penalties may also apply.
<PAGE>
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For this type of account: Give name and SSN of:
- --------------------------------------------------------------------------------
1. Individual The individual
2. Two or more individuals The actual owner of
(joint account) the account or, if combined
funds, the first individual
on the account [1]
3. Custodian account of a minor The minor [2]
(Uniform Gift to Minors Act)
4. a. The usual revocable savings The grantor-trustee [1]
trust (grantor is also trustee)
b. So-called trust account that The actual owner [1]
is not a legal or valid trust
under state law
5. Sole proprietorship The owner[3]
6. Sole proprietorship The owner[3]
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- --------------------------------------------------------------------------------
For this type of account: Give name and EIN of:
- --------------------------------------------------------------------------------
7. A valid trust, estate, or Legal entity[4]
pension trust
8. Corporate The corporation
9. Association, club, religious, The organization
charitable, educational, or other
tax-exempt organization
10. Partnership The partnership
11. A broker or registered nominee The broker or nominee
12. Account with the Department of The public entity
Agriculture in the name of a
public entity (such as a state
or local government, school district,
or prison) that receives
agricultural program payments.
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[1] List first and circle the name of the person whose number you furnish
[2] Circle the minor's name and furnish the minor's SSN.
[3] You must show your individual name, but you may also enter your business or
"doing business as" name. You may use either your SSN or EIN.
[4] List first and circle the name of the legal trust, estate, or pension
trust. (Do not furnish the TIN of the personal representative or trustee
unless the legal entity itself is not designated in the account title.)
NOTE: If no name is circled when more than one name is listed, the number
will be considered to be that of the first name listed.
<PAGE>
The Dealer Managers:
DILLON, READ & CO. INC. MERRILL LYNCH & CO.
55 Madison Avenue World Financial Center
New York, New York 10022 250 Vesey Street
Attention: Syndicate Department New York, New York 10281
(212) 906-7531 1-888-ML4-TNDR (toll free)
(1-888-654-8637 (toll free))
The Information Agent:
D. F. KING & CO., INC.
77 Water Street
New York, New York 10005
Call Toll Free: (800) 859-8508
ATTENTION
THIS LETTER OF TRANSMITTAL AND PROXY IS TO BE USED BY BOTH (1) SHAREHOLDERS WHO
ARE TENDERING AND VOTING SHARES PURSUANT TO THE OFFER AND (2) SHAREHOLDERS WHO
ARE ONLY VOTING ON THE PROPOSED AMENDMENT AND NOT TENDERING SHARES.
ANY SHAREHOLDER WHO HAS ANY QUESTIONS AS TO HOW TO COMPLETE THIS LETTER OF
TRANSMITTAL AND PROXY SHOULD CONTACT THE INFORMATION AGENT AT THE ABOVE NUMBER.
<PAGE>
APPENDIX B
NOTICE OF GUARANTEED DELIVERY AND PROXY
FOR
IPALCO ENTERPRISES, INC.
OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING SHARES
OF THE FOLLOWING SERIES OF CUMULATIVE PREFERRED STOCK
OF
INDIANAPOLIS POWER & LIGHT COMPANY
Cumulative Preferred Stock ($100 par value):
4% Series
4.20% Series
4.60% Series
4.80% Series
6% Series
8.20% Series
As set forth in "Terms of the Offer -- Procedure for Tendering Shares
- -- Guaranteed Delivery Procedure" of the Offer to Purchase and Proxy Statement
(as referred to below), this form, or a form substantially equivalent to this
form, must be used to accept the Offer (as defined below) if certificates for
shares of a series of cumulative preferred stock of the Indianapolis Power &
Light Company ("IPL"), an Indiana corporation and direct subsidiary of IPALCO
Enterprises, Inc. ("IPALCO"), listed above (each a "Series of Preferred") to be
tendered pursuant to the Offer (the "Shares") are not immediately available or
if the procedure for book-entry transfer cannot be completed on a timely basis
or if time will not permit all other documents required by the Letter of
Transmittal and Proxy to be delivered to the Depositary on or prior to the
Expiration Date (as defined in the Offer to Purchase and Proxy Statement). Such
form may be delivered by hand or transmitted by mail or by facsimile
transmission, to the Depositary. See "Terms of the Offer -- Procedure for
Tendering Shares" in the Offer to Purchase and Proxy Statement.
A SEPARATE NOTICE OF GUARANTEED DELIVERY AND PROXY MUST BE USED FOR
EACH SERIES OF PREFERRED. THE ELIGIBLE INSTITUTION WHICH COMPLETES THIS FORM
MUST COMMUNICATE THE GUARANTEE TO THE DEPOSITARY AND MUST DELIVER THE LETTER OF
TRANSMITTAL AND PROXY AND CERTIFICATES FOR SHARES TO THE DEPOSITARY WITHIN THE
TIME SHOWN HEREIN. FAILURE TO DO SO COULD RESULT IN A FINANCIAL LOSS TO SUCH
ELIGIBLE INSTITUTION.
TO: IBJ SCHRODER BANK & TRUST COMPANY (THE "DEPOSITARY")
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By Mail: By Facsimilie: To Confirm: By Hand/Overnight Delivery:
P.O. Box 84 (212) 858-2611 (212) 858-2103 One State Street
Bowling Green Station New York, New York 10004
New York, New York 10274-0084 Attn: Securities Processing
Attn: Reorganization Operations Window, Subcellar One,
Department (SC-1)
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DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE
OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
<PAGE>
This form is not to be used to guarantee signatures. If a signature on
a Letter of Transmittal and Proxy is required to be guaranteed by an Eligible
Institution (as defined in the Letter of Transmittal and Proxy) under the
instructions thereto, such signature guarantee must appear in the applicable
space provided in the signature box on the Letter of Transmittal and Proxy.
The undersigned hereby tenders to IPALCO Enterprises, Inc., an Indiana
corporation ("IPALCO"), upon the terms and subject to the conditions set forth
in the Offer to Purchase and Proxy Statement, dated _________, 1997 (the "Offer
to Purchase and Proxy Statement"), and the related Letter of Transmittal and
Proxy (which together constitute the "Offer"), receipt of which is hereby
acknowledged, the number of Shares listed below, pursuant to the guaranteed
delivery procedure set forth in "Terms of the Offer -- Procedure for Tendering
Shares" in the Offer to Purchase and Proxy Statement. PREFERRED SHAREHOLDERS
(INCLUDING PREFERRED SHAREHOLDERS WHO ACQUIRE SHARES SUBSEQUENT TO THE RECORD
DATE) WHO WISH TO TENDER THEIR SHARES PURSUANT TO THE OFFER MUST VOTE IN FAVOR
OF THE PROPOSED AMENDMENT TO IPL'S AMENDED ARTICLES OF INCORPORATION, AS SET
FORTH IN THE OFFER TO PURCHASE AND PROXY STATEMENT (THE "PROPOSED AMENDMENT").
PREFERRED SHAREHOLDERS WHO PURCHASE OR WHOSE PURCHASE SETTLES OR IS REGISTERED
AFTER THE CLOSE OF BUSINESS ON __________, 1997 (THE "RECORD DATE") AND WHO WISH
TO TENDER THEIR SHARES IN THE OFFER MUST ARRANGE WITH THEIR SELLER TO RECEIVE A
DULY COMPLETED, VALID AND UNREVOKED PROXY (WHICH MAY BE IN THE FORM OF
IRREVOCABLE ASSIGNMENT OF PROXY ATTACHED HERETO) FROM THE HOLDER OF RECORD ON
THE RECORD DATE AND INCLUDE SUCH PROXY WITH THIS NOTICE OF GUARANTEED DELIVERY
AND PROXY OR VOTE SUCH PROXY FOR THE PROPOSED AMENDMENT AT THE SPECIAL MEETING
(AS DEFINED IN THE OFFER TO PURCHASE AND PROXY STATEMENT). THE OFFER IS
CONDITIONED UPON THE PROPOSED AMENDMENT BEING APPROVED AND ADOPTED AT THE
SPECIAL MEETING. IN ADDITION, PREFERRED SHAREHOLDERS HAVE THE RIGHT TO VOTE FOR
THE PROPOSED AMENDMENT REGARDLESS OF WHETHER THEY TENDER THEIR SHARES BY CASTING
THEIR VOTE AND SIGNING THE PROXY CONTAINED WITHIN THE ACCOMPANYING LETTER OF
TRANSMITTAL AND PROXY OR BY VOTING IN PERSON AT THE SPECIAL MEETING. IF THE
PROPOSED AMENDMENT IS APPROVED AND ADOPTED, IPL WILL MAKE A SPECIAL CASH PAYMENT
TO EACH PREFERRED SHAREHOLDER WHO VOTED IN FAVOR OF THE PROPOSED AMENDMENT,
PROVIDED THAT THEIR SHARES ARE NOT TENDERED PURSUANT TO THE OFFER.
<PAGE>
PROXY
The undersigned hereby appoints John R. Hodowal, Ramon L. Humke and
Bryan G. Tabler, or any of them, as proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent and to vote as designated
hereunder and in their discretion with respect to any other business properly
brought before the Special Meeting, all shares of cumulative preferred stock of
IPL which the undersigned is entitled to vote at the Special Meeting of
Shareholders to be held on _________, _________, 1997, or any adjournment(s) or
postponement(s) thereof.
THIS NOTICE OF GUARANTEED DELIVERY AND PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF IPL. The proxy contained herein, when properly
executed, will be voted in the manner directed herein by the undersigned
shareholder(s). If no direction is made, the proxy will be voted FOR Item 1.
INDICATE YOUR VOTE BY AN (X). THE BOARD OF DIRECTORS OF IPL RECOMMENDS
VOTING FOR ITEM 1.
ITEM 1.
HOLDERS OF SHARES WHO WISH TO TENDER THEIR SHARES MUST VOTE "FOR" THE
PROPOSED AMENDMENT EITHER BY SUBMITTING THIS PROXY OR BY VOTING AT THE SPECIAL
MEETING.
To remove in its entirety ARTICLE 6A, Section 4(g) from the Amended
Articles of Incorporation of IPL (the "Articles"), which limits IPL's ability to
issue unsecured indebtedness.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
NOTE: IF SHARES ARE BEING VOTED "FOR" THE PROPOSED AMENDMENT, THE SUBSTITUTE
FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL AND PROXY SHOULD BE COMPLETED TO
AVOID BACK-UP WITHHOLDING ON THE SPECIAL CASH PAYMENT.
SHARES REPRESENTED BY ALL PROPERLY EXECUTED PROXIES WILL BE VOTED IN
ACCORDANCE WITH INSTRUCTIONS APPEARING ON THIS PROXY. IN THE ABSENCE OF SPECIFIC
INSTRUCTIONS, PROXIES WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF
THE BOARD OF DIRECTORS OF IPL, AND IN THE DISCRETION OF THE PROXY HOLDERS AS TO
ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE SPECIAL MEETING.
Any holder of Shares held of record on the Record Date in the name of
another holder must establish to the satisfaction of IPL his or her entitlement
to exercise or transfer this Proxy. This will ordinarily require an assignment
by such record holder in blank, or if not in blank, to and from each successive
transferee, including the holder, which each signature guaranteed by an Eligible
Institution.
A form of irrevocable assignment of proxy has been provided herein.
Please check box if you plan to attend the Special Meeting. [ ]
---------------
SERIES OF PREFERRED (CHECK ONE):
Cumulative Preferred Stock ($100 par value):
[ ] 4% Series
[ ] 4.20% Series
[ ] 4.60% Series
[ ] 4.80% Series
[ ] 6% Series
[ ] 8.20% Series
Number of Shares: ___________________________________________________
Certificate Nos. (if available): ____________________________________________
--------------------------------------------
--------------------------------------------
--------------------------------------------
<PAGE>
SIGNATURE(S) OF OWNER(S) *
- - ------------------------------------------------------------------- -
- - ------------------------------------------------------------------- -
Dated: _________________________________________________________________, 1997
Name(s): _______________________________________________________________________
-----------------------------------------------------------------------
(Please Print)
Capacity (full title): _________________________________________________________
Address: _______________________________________________________________________
-----------------------------------------------------------------------
(Include Zip Code)
Daytime Area Code and Telephone No.: _________________________________________
* Must be signed by the registered holder(s) exactly as name(s) appear(s) on the
stock certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, please set forth full title and see
Instruction 5 to the Letter of Transmittal and Proxy.
<PAGE>
If Shares will be tendered by book-entry transfer:
Name of tendering institution: ______________________________
Account No. _______________________________ at o DTC or o PDTC
(Check One)
Signature(s): ________________________________________________________________
--------------------------------------------------------------
Name(s) of Record Holder(s): __________________________________________________
--------------------------------------------
(Please Print)
Address: _______________________________________________________________________
-----------------------------------------------------------------------
(Include Zip Code)
Area Code and Telephone No.: __________________________________________________
A holder of Shares who elects to tender Shares pursuant to this Notice
of Guaranteed Delivery and Proxy must check one of the boxes below:
|_| A duly completed, valid and unrevoked proxy indicating a vote
"FOR" the Proposed Amendment is included herein.
|_| A valid vote "FOR" the Proposed Amendment will be cast at the
Special Meeting.
|_| A duly completed, valid and unrevoked proxy indicating a vote
"FOR" the Proposed Amendment will be delivered within three
New York Stock Exchange trading days after execution of this
Notice of Guaranteed Delivery and Proxy.
<PAGE>
IF SELLING SHARES SUBSEQUENT TO _____________, 1997, A RECORD HOLDER
MUST COMPLETE THE FOLLOWING IRREVOCABLE PROXY
PLEASE SIGN THIS TO IRREVOCABLY TRANSFER A PREFERRED STOCK PROXY TO A
SUBSEQUENT HOLDER OF PREFERRED STOCK WHO WAS NOT A HOLDER OF RECORD ON
___________, 1997.
IRREVOCABLE PROXY *
with respect to shares of the
Cumulative Preferred Stock, _____% Series of
INDIANAPOLIS POWER & LIGHT COMPANY ("IPL")
The undersigned hereby irrevocably appoints:
-----------------------------------------
Type or Print Name of Transferee
as attorney and proxy, with full power of substitution, to vote and otherwise
act for and in the name(s) of the undersigned with respect to the Shares
indicated below which were held of record by the undersigned on ____________,
1997, in the manner in which the undersigned would be entitled to vote and
otherwise act in respect of such Shares on any and all matters.
This proxy shall be effective whether or not the Shares indicated below
are tendered in the Offer.
This instrument supersedes and revokes any and all previous
appointments of proxies heretofore made by the undersigned with respect to the
Shares indicated below as to any and all matters. THIS PROXY IS IRREVOCABLE AND
IS COUPLED WITH ANY INTEREST.
All authority conferred or agreed to be conferred herein shall survive
the death or incapacity of the undersigned, and any obligation of the
undersigned hereunder shall be binding upon the heirs, executors,
administrators, legal and personal representatives, successors in interest and
assigned of the undersigned. The undersigned understands that tenders of Shares
pursuant to any of the procedures described in the Offer to Purchase and Proxy
Statement and in the Letter of Transmittal and Proxy will constitute a binding
agreement between the undersigned and IPL upon the terms and subject to the
conditions of the Offer.
DESCRIPTION OF PREFERRED STOCK
Certificate Number(s) Aggregate Number
(Attach List If Necessary) of Shares
1. ___________________ _________________
2. ___________________ _________________
3. ___________________ _________________
Total: _________________
* This irrevocable proxy must be signed on the next page to be effective.
<PAGE>
IRREVOCABLE PROXY
SIGNATURE(S) OF RECORD OR AUTHORIZED SIGNATORY *
- -- --------------------------------------- --
------------------------------------------
(Please Print)
Dated: _______________________________________________ , 1997
Tax Identification or Social Security No(s) ________________________________
- -- --------------------------------------- --
-----------------------------------------------------------
(Please Print)
Dated: _______________________________________________ , 1997
Tax Identification or Social Security No(s) ________________________________
* Must be signed by the registered holder(s) exactly as name(s) appear(s) on the
Record Date on the stock certificate(s) or on a security position listing or by
person(s) authorized to become registered holder(s) by certificates and
documents transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, agent or
other person acting in a fiduciary or representative capacity, please provide
the following information and see Instruction 5 of the Letter of Transmittal and
Proxy.
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5 OF THE LETTER OF TRANSMITTAL AND PROXY)
Authorized Signature: __________________________________________________________
Name: __________________________________________________________________________
Capacity (Full Title): ______________________________________________________
Name of Firm: __________________________________________________________________
(Please Print)
Address of Firm: _______________________________________________________________
--------------------------------------------------------------
(Include Zip Code)
Area Code and Telephone No.: ___________________________________________________
Dated: ___________________________________________________________________, 1997
<PAGE>
GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm that is a member of a registered national
securities exchange or the National Association of Securities Dealers, Inc. or a
commercial bank or trust company having an office or correspondent in the United
States, guarantees (a) that the above-named person(s) has a net long position in
the Shares being tendered within the meaning of Rule 14e-4 promulgated under the
Securities Exchange Act of 1934, as amended, (b) that such tender of Shares
complies with Rule 14e-4 and (c) to deliver to the Depositary at one of its
addresses set forth above certificate(s) for the Shares tendered hereby, in
proper form for transfer, or a confirmation of the book-entry transfer of the
Shares tendered hereby into the Depositary's account at The Depository Trust
Company or Philadelphia Depository Trust Company, in each case together with
properly completed and duly executed Letter(s) of Transmittal and Proxy (or
facsimile(s) thereof), with any required signature guarantee(s) and any other
required documents, all within three New York Stock Exchange ("NYSE") trading
days after the date hereof. A NYSE trading day is any day on which the NYSE is
open for business.
- ----------------------------- -----------------------------------
Name of Firm Authorized Signature
- ----------------------------- -----------------------------------
Address Name (Please Print)
- ----------------------------- -----------------------------------
City, State Zip Code Title
- -----------------------------
Area Code and Telephone Number
Dated: _______________________, 1997
DO NOT SEND STOCK CERTIFICATES WITH THIS FORM. YOUR STOCK CERTIFICATES MUST BE
SENT WITH THE LETTER OF TRANSMITTAL AND PROXY.
<PAGE>
APPENDIX C
INDIANAPOLIS POWER & LIGHT COMPANY
One Monument Circle
P.O. Box 1595
Indianapolis, Indiana 46204
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD _________, _________, 1997
TO THE SHAREHOLDERS OF
INDIANAPOLIS POWER & LIGHT COMPANY
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of
Indianapolis Power & Light Company will be held at its principal office, One
Monument Circle, Indianapolis, Indiana on _________, _________, 1997 at __:00
o'clock __.M. (Eastern Standard Time), for the following purposes:
1. To approve an amendment to Indianapolis Power & Light
Company's Amended Articles of Incorporation to remove the
limitation on the issuance of unsecured indebtedness; and
2. To transact such other business as may properly come before
the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on _________,
1997, as the record date for determining the shareholders entitled to notice of,
and to vote at, the meeting or any adjournment thereof.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED AT THIS
MEETING. Whether or not you expect to be present at the meeting, you are urged
to sign and date the enclosed Letter of Transmittal and Proxy and/or Notice of
Guaranteed Delivery and Proxy, as appropriate, and return it or them immediately
to the Depositary in the accompanying postage-paid envelope. See the Offer to
Purchase and Proxy Statement enclosed herewith for further instructions.
By order of the Board of Directors.
INDIANAPOLIS POWER & LIGHT COMPANY
By: BRYAN G. TABLER, Senior Vice President,
Secretary and General Counsel
Indianapolis, Indiana
_________, 1997
<PAGE>
APPENDIX D
SHAREHOLDER LETTER
[Indianapolis Power & Light Company Letterhead]
_________, 1997
IMPORTANT
Dear Shareholder:
Enclosed is important information about your investment and
specifically pertaining to the following two items:
1. a proxy solicitation for vote to amend the Amended Articles of
Incorporation (the "Articles") of Indianapolis Power & Light Company ("IPL")
which will be considered at a Special Meeting of its Shareholders on _________,
1997; and
2. an offer by IPALCO Enterprises, Inc. ("IPALCO") to purchase all
outstanding shares of IPL's cumulative preferred stock.
WE GREATLY APPRECIATE YOUR GIVING PROMPT ATTENTION TO THE ENCLOSED
MATERIAL WHICH YOU ARE URGED TO READ IN ITS ENTIRETY.
IPL's Articles presently limit its ability to issue securities
representing unsecured indebtedness, including short-term debt, to no more than
20% of the aggregate of its capital, surplus and secured debt. This restriction
limits IPL's flexibility in planning and financing its business activities. With
flexibility and cost leadership being factors crucial to success in the new
competitive utility environment, IPL may be placed at a disadvantage if this
restriction is not removed from the Articles. The proposed amendment, as set
forth and explained in the enclosed Offer to Purchase and Proxy Statement, would
remove this limitation.
IPALCO is offering to purchase all the outstanding shares of IPL's
cumulative preferred stock concurrently with IPL's proxy solicitation. You must
vote in favor of the proposed amendment in order to tender your shares. IPALCO's
offer is conditioned upon the proposed amendment being approved and adopted at
the Special Meeting. In addition, you have the right to vote for the proposed
amendment regardless of whether you tender your shares. If you vote in favor of
the proposed amendment and it is adopted, you will be entitled to receive from
IPL a special cash payment in the amount of $1.00 for each share you vote,
provided your shares have not been tendered. Instructions for tendering and/or
voting your shares and information pertaining to the special cash payment are
included in the enclosed material.
In order to validly tender shares pursuant to the offer, preferred
shareholders who acquire shares during the period beginning two days prior to
_____________, 1997 (the "Record Date") and up to and including __________, 1997
(the "Expiration Date") must obtain an assignment of proxy from the seller of
such shares and vote such proxy in favor of the proposed amendment. In order to
facilitate the transfer of shares during the period described above, the shares
of each series of preferred will trade "with proxy" in the over-the- counter
market. Settlement of all trades during the period described above should
include an assignment of proxy from the seller.
The Shares will trade, during the period which begins two days prior to
the Record Date and which will end at the close of business on the Expiration
Date, in the over-the-counter market under the symbols "INPOP" for the 4%
Series, "INPOO" for the 4.20% Series, "INPOG" for the 4.60% Series, "INDPL" for
the 4.80% Series, "INPOL" for the 6% Series, and "INPON" for the 8.20% Series,
indicating that such Shares are trading "with proxy." A Preferred Shareholder
who acquires Shares during this period must obtain, or have his or her
authorized representative obtain, an assignment of proxy (which is included in
the applicable Letter of Transmittal and Proxy) at settlement from the seller.
The National Association of Securities Dealers, Inc. and the Depository Trust
Company have issued notices informing their members and participants that the
Shares will trade "with proxy" and that settlement of all trades during the
period described above should include an assignment of proxy from the seller.
<PAGE>
IPL intends in the near future to call the remainder of the 8.20%
shares which are not acquired by IPALCO through the tender offer. However, the
authorizing resolutions governing the 8.20% shares set the callable price at
$101.00 per share which is less than the $______per share offered through this
tender offer.
The October 1, 1997 preferred dividend payment will be made to each
shareholder of record on September 19, 1997 regardless of whether such
shareholder tenders his or her shares prior to the Record Date. Tendering
shareholders will not be entitled to any dividends after the October 1, 1997
payment.
YOUR VOTE IS IMPORTANT.
It is important to your interests that all shareholders, regardless of
the number of shares owned, participate in the affairs of IPL. EVEN IF YOU PLAN
TO ATTEND THE SPECIAL MEETING, WE URGE YOU TO SIGN AND DATE THE ENCLOSED PROXY,
WHICH IS INCLUDED WITHIN THE ENCLOSED LETTER(S) OF TRANSMITTAL AND PROXY FOR
EACH RESPECTIVE SERIES OF CUMULATIVE PREFERRED STOCK, AND RETURN IT PROMPTLY TO
THE DEPOSITARY IN THE ENCLOSED ENVELOPE. By signing and returning your proxy
promptly, you are assuring that your shares will be voted.
You are cordially invited to attend the Special Meeting which will be
held at IPL's principal office, One Monument Circle, Indianapolis, Indiana, on
_________, _________, 1997 at __:00 o'clock __.M. (Eastern Standard Time).
If you have questions or need assistance regarding how to tender and/or
vote your shares, the proposed amendment, the Special Meeting or IPALCO's offer,
please call IPL, Shareholder Services, at (317)261-8394 or 1-800-877-0153.
Thank you for your continued interest in IPL.
Sincerely,
John R. Hodowal
Chairman of the Board and
Chief Executive Officer
