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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(Amendment No. 1)
INDIANAPOLIS POWER & LIGHT COMPANY
(Name of Issuer)
IPALCO ENTERPRISES, INC.
(Name of Person Filing Statement)
Title CUSIP Number
------- --------------
Cumulative Preferred Stock
- 4% Series 455434 20 9
- 4.20% Series 455434 88 6
- 4.60% Series 455434 40 7
- 4.80% Series 455434 80 3
- 6% Series 455434 30 8
- 8.20% Series 455434 60 5
(Title and CUSIP Number of Class of Securities)
Bryan G. Tabler, Esq.
Vice President, Secretary and General Counsel
IPALCO Enterprises, Inc.
One Monument Circle
Indianapolis, Indiana 46204
(317) 261-5134
with a copy to:
Steven W. Thornton, Esq.
Barnes & Thornburg
11 South Meridian Street
Indianapolis, Indiana 46204
(317) 231-7292
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person Filing Statement)
August 29, 1997
(Date Tender Offer First Published, Sent or Given to Security Holders)
Calculation of Filing Fee
Transaction Valuation* Amount of Filing Fee
$47,862,150.00 $9,572.43
* Solely for purposes of calculating the filing fee and computed pursuant to
Section 13(e)(3) of the Securities Exchange Act of 1934, as amended, and
Rule 0-11(b)(1) thereunder, the transaction value equals the total amount of
funds, excluding fees and other expenses, required to purchase all
outstanding shares of each class of securities listed above pursuant to the
Offer described in the Offer to Purchase and Proxy Statement filed as Exhibit
99.(a)(1) hereto.
[ X ] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
Amount Previously Paid: $9,572.43
------------------------------
Form or Registration No.: Schedule 13E-3/A
----------------------------
Filing Party: IPALCO Enterprises, Inc.; File No. 005-10428
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Date Filed: August 29, 1997
------------------------------------------
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This Amendment No. 1 (the "Statement") amends and supplements the Issuer
Tender Offer Statement on Schedule 13E-4, dated August 8, 1997 and filed by
IPALCO Enterprises, Inc., an Indiana corporation ("IPALCO"), relating to the
offer by IPALCO, pursuant to its Offer to Purchase and Proxy Statement, dated
August 29, 1997 (the "Offer to Purchase and Proxy Statement"), to purchase any
and all of the outstanding shares of each of the following series of the
Cumulative Preferred Stock, $100 par value (each a "Series of Preferred"), of
Indianapolis Power & Light Company, an Indiana corporation and direct subsidiary
of IPALCO ("IPL"):
4% Series of Preferred, at a purchase price of $71.38 per share, net to
the seller in cash;
4.20% Series of Preferred, at a purchase price of $77.72 per share, net to
the seller in cash;
4.60% Series of Preferred, at a purchase price of $85.12 per share, net to
the seller in cash;
4.80% Series of Preferred, at a purchase price of $88.82 per share, net to
the seller in cash;
6% Series of Preferred, at a purchase price of $103.00 per share, net to
the seller in cash; and
8.20% Series of Preferred, at a purchase price of $102.00 per share, net to
the seller in cash.
There is a separate Letter of Transmittal and Proxy with respect to each
Series of Preferred.
ITEM 1. SECURITY AND ISSUER.
(a) Incorporated herein by reference to the information appearing on the front
cover of the Offer to Purchase and Proxy Statement, dated August 29, 1997,
filed as Exhibit 99.(a)(1) to this Statement (the "Offer to Purchase and Proxy
Statement"), and to information appearing under the caption "Proposed Amendment
and Proxy Solicitation -- Financial and Other Information Relating to IPL" in
the Offer to Purchase and Proxy Statement.
(b) Incorporated herein by reference to the information appearing on the front
cover of the Offer to Purchase and Proxy Statement, and to the information
appearing under the captions "Terms of the Offer -- Number of Shares; Purchase
Prices; Expiration Date; Dividends" and "Transactions and Agreements Concerning
the Shares" in the Offer to Purchase and Proxy Statement.
(c) Incorporated herein by reference to the information appearing under the
caption "Price Range of Shares; Dividends" in the Offer to Purchase and Proxy
Statement.
(d) IPALCO Enterprises, Inc., an Indiana corporation ("IPALCO"), is the person
filing this Statement and is the parent holding company of the Issuer,
Indianapolis Power & Light Company ("IPL"). IPALCO's principal office is at One
Monument Circle, Indianapolis, Indiana 46204.
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ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) Incorporated herein by reference to the information appearing under the
caption "Source and Amount of Funds" in the Offer to Purchase and Proxy
Statement.
(b) Incorporated herein by reference to the information appearing under the
caption "Source and Amount of Funds" in the Offer to Purchase and Proxy
Statement.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
Incorporated herein by reference to the information appearing under the
captions "Special Factors -- Purpose of the Offer; Certain Effects of the Offer;
Plans of IPALCO and IPL After the Offer" and "Proposed Amendment and Proxy
Solicitation -- Reasons for the Proposed Amendment" in the Offer to Purchase and
Proxy Statement.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
Incorporated herein by reference to the information appearing under the
caption "Transactions and Agreements Concerning the Shares" in the Offer to
Purchase and Proxy Statement.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE ISSUER'S SECURITIES.
Incorporated herein by reference to the information appearing under the
caption "Transactions and Agreements Concerning the Shares" in the Offer to
Purchase and Proxy Statement.
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Incorporated herein by reference to the information appearing under the
caption "Fees and Expenses Associated with the Offer" in the Offer to Purchase
and Proxy Statement.
ITEM 7. FINANCIAL INFORMATION.
(a) Incorporated herein by reference to the financial statements included in
the Annual Report on Form 10-K for the year ended December 31, 1996 of IPL and
the Quarterly Reports on Form 10-Q for the six month periods ended June 30, 1997
and June 30, 1996 of IPL referenced hereto as Exhibits 99.(g)(1), 99.(g)(2) and
99.(g)(3), respectively, and to the information appearing under the caption
"Summary of Consolidated Financial Information" in the Offer to Purchase and
Proxy Statement.
(b) Not applicable.
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ITEM 8. ADDITIONAL INFORMATION.
(a) Not applicable.
(b) Incorporated herein by reference to the information appearing under the
caption "Special Factors -- Certain Legal Matters; Regulatory Approvals;
Dissenters' Rights" and "Terms of the Offer -- Certain Conditions of the Offer"
in the Offer to Purchase and Proxy Statement.
(c) Not applicable.
(d) Not applicable.
(e) See Exhibits 99.(a)(1) and 99.(a)(2).
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No. Description
- ----------- -----------------
99.(a)(1) Offer to Purchase and Proxy Statement, dated August 29, 1997.
99.(a)(2) Letter of Transmittal and Proxy.
99.(a)(3) Notice of Guaranteed Delivery and Proxy.
99.(a)(4) Notice of Special Meeting of Shareholders
99.(a)(5) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
99.(a)(6) Form of Letter to Clients of Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
99.(a)(7) Letter to Shareholders, dated August 29, 1997.
99.(a)(8) Summary Advertisement, dated September 2, 1997.
99.(a)(9) Press Release, dated August 29, 1997.
99.(b) Credit Agreement, dated April 8, 1997, by and among IPALCO,
Bank One, Indiana, N.A., National City Bank of Indiana and the
First National Bank of Chicago, previously filed with the SEC by
IPALCO as Exhibit 99.1 to the Quarterly Report on Form 10-Q for
the three month period ended March 31, 1997, incorporated by
reference to SEC File No. 001-08644.
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99.(c) Not applicable.
99.(d) Not applicable.
99.(e) Not applicable.
99.(f) Not applicable.
99.(g)(1) Annual Report on Form 10-K for the year ended December 31, 1996,
filed by IPL, incorporated by reference to SEC File No. 001-03132.
99.(g)(2) Quarterly Report on Form 10-Q for the six month period ended
June 30, 1997, filed by IPL, incorporated by reference to SEC
File No. 001-03132.
99.(g)(3) Quarterly Report on Form 10-Q for the six month period ended
June 30, 1996, filed by IPL, incorporated by reference to SEC
File No. 001-03132.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: August 28, 1997 IPALCO ENTERPRISES, INC.
By: /s/ Bryan G. Tabler
------------------------------
Bryan G. Tabler, Vice President, Secretary
and General Counsel
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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 $71.38 PER SHARE, CUSIP NUMBER 455434 20 9
39,000 SHARES, CUMULATIVE PREFERRED STOCK, 4.20% SERIES AT A PURCHASE
PRICE OF $77.72 PER SHARE, CUSIP NUMBER 455434 88 6
30,000 SHARES, CUMULATIVE PREFERRED STOCK, 4.60% SERIES AT A PURCHASE
PRICE OF $85.12 PER SHARE, CUSIP NUMBER 455434 40 7
50,000 SHARES, CUMULATIVE PREFERRED STOCK, 4.80% SERIES AT A PURCHASE
PRICE OF $88.82 PER SHARE, CUSIP NUMBER 455434 80 3
100,000 SHARES, CUMULATIVE PREFERRED STOCK, 6% SERIES AT A PURCHASE
PRICE OF $103.00 PER SHARE, CUSIP NUMBER 455434 30 8
199,985 SHARES, CUMULATIVE PREFERRED STOCK, 8.20% SERIES AT A PURCHASE
PRICE OF $102.00 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 WEDNESDAY, OCTOBER 8, 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."
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.
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 Wednesday, October 8, 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. (CONTINUED ON NEXT PAGE)
----------------------------------
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
August 29, 1997 to registered Preferred Shareholders as of that date.
----------------------------------
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 AUGUST 29, 1997.
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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.
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.
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 August
25, 1997, the last reported sales prices as reported by the National Quotation
Bureau, Inc. were $57 7/8 for the 4% Series of Preferred (on August 14, 1997);
$86 3/4 for the 6% Series of Preferred (on July 18, 1997); and $99 7/8 for the
8.20% Series of Preferred (on August 8, 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.
------------------------
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.
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TABLE OF CONTENTS
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PAGE
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SUMMARY.................................................................................................... 1
INTRODUCTION............................................................................................... 4
SPECIAL FACTORS............................................................................................ 6
Purpose Of The Offer; Certain Effects Of The Offer; Plans Of IPALCO And IPL After The Offer.............. 6
Certain Legal Matters; Regulatory Approvals; No Dissenters' Rights....................................... 8
TERMS OF THE OFFER......................................................................................... 10
Number Of Shares; Purchase Prices; Expiration Date; Dividends............................................ 10
Procedure For Tendering Shares........................................................................... 11
Withdrawal Rights........................................................................................ 14
Acceptance Of Shares For Payment And Payment Of Purchase Price........................................... 14
Certain Conditions Of The Offer.......................................................................... 15
Extension Of Tender Period; Termination; Amendments...................................................... 17
PROPOSED AMENDMENT AND PROXY SOLICITATION.................................................................. 17
Introduction............................................................................................. 17
Voting Securities, Rights And Procedures................................................................. 18
Proxies.................................................................................................. 18
Special Cash Payments.................................................................................... 19
Security Ownership Of Certain Beneficial Owners And Management........................................... 20
Business To Come Before The Special Meeting.............................................................. 21
Explanation Of The Proposed Amendment.................................................................... 21
Reasons For The Proposed Amendment....................................................................... 22
Financial And Other Information Relating To IPL.......................................................... 23
Relationship With Independent Public Accountants......................................................... 23
Shareholder Proposals For 1998 Annual Meeting Of IPL..................................................... 23
PRICE RANGE OF SHARES; DIVIDENDS........................................................................... 23
CERTAIN FEDERAL INCOME TAX CONSEQUENCES.................................................................... 25
SOURCE AND AMOUNT OF FUNDS................................................................................. 26
TRANSACTIONS AND AGREEMENTS CONCERNING THE SHARES.......................................................... 26
FEES AND EXPENSES ASSOCIATED WITH THE OFFER................................................................ 26
CERTAIN INFORMATION REGARDING IPL AND IPALCO............................................................... 28
SUMMARY OF CONSOLIDATED FINANCIAL INFORMATION.............................................................. 28
ADDITIONAL INFORMATION; INCORPORATION BY REFERENCE......................................................... 29
MISCELLANEOUS.............................................................................................. 30
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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.
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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............... $ 71.38 per Share of 4% Cumulative Preferred Stock
$ 77.72 per Share of 4.20% Cumulative Preferred Stock
$ 85.12 per Share of 4.60% Cumulative Preferred Stock
$ 88.82 per Share of 4.80% Cumulative Preferred Stock
$103.00 per Share of 6% Cumulative Preferred Stock
$102.00 per Share of 8.20% Cumulative Preferred Stock
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
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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
Wednesday, October 8, 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 August 27, 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 Tuesday, October 28,
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.
Solicitation Fee............. IPALCO will pay to each designated Soliciting Dealer a
solicitation fee of $1.50 per Share (except that for
transactions for beneficial owners equal to or exceeding
2,500 Shares, IPALCO will pay a solicitation fee of $1.00
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 2,500
</TABLE>
2
<PAGE>
<TABLE>
<S> <C>
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.................. August 29, 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."
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)).
</TABLE>
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<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"):
<TABLE>
<CAPTION>
SERIES OR PREFERRED PURCHASE PRICE
- ---------------------------------------------------------------------------------- --------------------
<S> <C>
Cumulative Preferred Stock, 4% Series............................................. $ 71.38 per Share
Cumulative Preferred Stock, 4.20% Series.......................................... $ 77.72 per Share
Cumulative Preferred Stock, 4.60% Series.......................................... $ 85.12 per Share
Cumulative Preferred Stock, 4.80% Series.......................................... $ 88.82 per Share
Cumulative Preferred Stock, 6% Series............................................. $ 103.00 per Share
Cumulative Preferred Stock, 8.20% Series.......................................... $ 102.00 per Share
</TABLE>
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 OR 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
4
<PAGE>
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.
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 Wednesday, October 8, 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.
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 August
25, 1997, the last reported sales prices as reported by the National Quotation
Bureau, Inc. were $57 7/8 for the 4% Series of Preferred (on August 14, 1997);
$86 3/4 for the 6% Series of Preferred (on July 18, 1997); and $99 7/8 for the
8.20% Series of Preferred (on August 8, 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.
5
<PAGE>
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.
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
6
<PAGE>
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.
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
7
<PAGE>
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.
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 August 25, 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
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."
8
<PAGE>
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."
9
<PAGE>
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.
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 August 29, 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 August 27,
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 Wednesday, October 8, 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
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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.
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
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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.
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
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<PAGE>
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).
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.
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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 Tuesday, October 28, 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."
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
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<PAGE>
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.
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 on or after August 29, 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):
(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
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<PAGE>
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 August 25, 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 August 25,
1997;
(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
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<PAGE>
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.
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
August 29, 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
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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."
VOTING SECURITIES, RIGHTS AND PROCEDURES
Only holders of record of IPL's voting securities at the close of business
on August 29, 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:
<TABLE>
<CAPTION>
NUMBER OF
CLASS OUTSTANDING SHARES VOTES PER SHARE
- ------------------------------------------------------------------------- ------------------ ---------------
<S> <C> <C>
Common Stock, no par value............................................... 17,206,630 1
Cumulative Preferred Stock, $100 par value per share..................... 518,985 1
</TABLE>
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 verify the results of the Depositary's tabulation. IPL
has no established procedure for confidential voting. THERE ARE NO DISSENTERS'
RIGHTS IN CONNECTION WITH THE PROPOSED AMENDMENT.
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
18
<PAGE>
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 $24,000 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.
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.
19
<PAGE>
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.
On August 25, 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>
AMOUNT AND NATURE OF PERCENT OF
NAMES OF BENEFICIAL OWNER TITLE OF CLASS BENEFICIAL OWNERSHIP(1) CLASS(2)
- ------------------------------------------------------- ----------------- ------------------------- -------------
<S> <C> <C> <C>
Joseph D. Barnette, Jr................................. Common Stock 19,000 shares(3)
Roberts A. Borns....................................... Common Stock 48,620 shares(3)
John R. Brehm.......................................... Common Stock 148,140 shares(4)
Mitchell E. Daniels, Jr................................ Common Stock 21,300 shares(3)
Rexford C. Early....................................... Common Stock 14,672 shares(3)
Otto N. Frenzel III.................................... Common Stock 34,200 shares(3)
Max L. Gibson.......................................... Common Stock 14,100 shares
Earl B. Herr, Jr....................................... Common Stock 16,890 shares
John R. Hodowal........................................ Common Stock 498,322 shares(4)
Ramon L. Humke......................................... Common Stock 300,654 shares(4)
Sam H. Jones........................................... Common Stock 21,360 shares(3)
Andre B. Lacy.......................................... Common Stock 40,780 shares(5)
L. Ben Lytle........................................... Common Stock 15,760 shares
Michael S. Maurer...................................... Common Stock 14,104 shares
Andrew J. Paine, Jr.................................... Common Stock 0 shares
Sallie W. Rowland...................................... Common Stock 22,263 shares(3)
Thomas H. Sams......................................... Common Stock 26,001 shares(3) (6)
Bryan G. Tabler........................................ Common Stock 60,617 shares(3) (4)
Gerald D. Waltz........................................ Common Stock 140,077 shares(4)
Other Executive Officers............................... Common Stock 476,873 shares(1) (4)
All 26 directors, and executive officers, as a group... Common Stock 1,933,733 shares(3) (4) 4.34%
</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-127,500; Mr. Daniels-18,000, Mr. Early-6,000; Mr. Frenzel-18,000;
Mr. Gibson-6,000; Dr. Herr-12,000; Mr. Hodowal-430,000; Mr. Humke-230,000;
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. Tabler-45,000 Mr. Waltz-89,266; other
executive officers-401,000; directors and executive officers as a
group-1,496,766.
20
<PAGE>
(2) Percentages less than 1% of total common stock outstanding are not
indicated.
(3) Includes 48,022 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-13,988;
Mr. Hodowal-30,457; Mr. Humke-8,084; Mr. Tabler-1,274; Mr. Waltz-37,235;
other executive officers-58,930; and all executive officers as a
group-149,968.
(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.
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.
21
<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).
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.
22
<PAGE>
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.
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 August 25, 1997, the last reported sales prices as reported by the
National Quotation Bureau, Inc. were $57 7/8 for the 4% Series of Preferred (on
August 14, 1997); $86 3/4 for the 6% Series of Preferred (on July 18, 1997); and
$99 7/8 for the 8.20% Series of Preferred (on August 8, 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 August 25, 1997, there were issued and outstanding 100,000 shares of the
4% Series of Preferred held by 468 shareholders of record; 39,000 shares of the
4.20% Series of Preferred held by 55 shareholders of record; 30,000 shares of
the 4.60% Series of Preferred held by 54 shareholders of record; 50,000 shares
of the 4.80% Series of Preferred held by 22 shareholders of record; 100,000
shares of the 6% Series of Preferred held by 79 shareholders of record; and
199,985 shares of the 8.20% Series of Preferred held by 116 shareholders of
record.
23
<PAGE>
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.
DIVIDENDS AND PRICE RANGES OF SERIES OF PREFERRED
<TABLE>
<CAPTION>
1997 -- QUARTERS 1995 --
1996 -- QUARTERS QUARTERS
--------------------- --------------------------------------------- ---------
1ST 2ND 1ST 2ND 3RD 4TH 1ST
--------- --------- --------- --------- --------- --------- ---------
<S> <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
Market Price -- $ Per Share (OTC)
Ask -- High/Low......................... -- -- -- -- -- 55 50 1/2
Bid -- High............................. 55 1/8 57 5/8 57 1/8 54 3/8 53 1/4 53 1/2 49
-- Low............................... 53 1/2 55 53 1/2 53 1/8 53 1/4 53 1/4 44 7/8
4.20% SERIES
Dividends Paid Per Shares................. $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
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
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
Market Price -- $ Per Share (OTC)
Ask -- High............................. -- -- -- -- -- -- --
Bid -- High............................. 82 1/2 83 1/2 84 84 80 1/4 80 3/8 74 3/4
-- Low............................... 80 3/8 82 1/2 80 80 1/4 80 1/4 80 1/4 66 3/4
8.20% SERIES
Dividends Paid Per Share.................. $2.05 $2.05 $2.05 $2.05 $2.05 $2.05 $2.05
Market Price -- $ Per Share(OTC)
Ask -- High............................. -- -- -- -- -- -- --
Bid -- High............................. 99 1/2 99 3/4 99 1/4 99 1/4 99 99 96
-- Low............................... 99 99 1/2 98 7/8 99 99 99 91
<CAPTION>
2ND 3RD 4TH
--------- --------- ---------
<S> <C> <C> <C>
CUMULATIVE PREFERRED STOCK
($100 PAR VALUE)
4% SERIES
Dividends Paid Per Share.................. $1.00 $1.00 $1.00
Market Price -- $ Per Share (OTC)
Ask -- High/Low......................... -- -- 56
Bid -- High............................. 50 54 55 3/8
-- Low............................... 49 50 53
4.20% SERIES
Dividends Paid Per Shares................. $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
Market Price -- $ Per Shares (OTC)
-- Quotations not available
4.80% Series
Dividends Paid Per Share.................. $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
Market Price -- $ Per Share (OTC)
Ask -- High............................. -- -- --
Bid -- High............................. 75 1/4 79 1/2 83
-- Low............................... 74 3/4 75 1/4 79 1/2
8.20% SERIES
Dividends Paid Per Share.................. $2.05 $2.05 $2.05
Market Price -- $ Per Share(OTC)
Ask -- High............................. -- -- --
Bid -- High............................. 98 1/4 98 1/2 98 7/8
-- Low............................... 96 98 1/4 98 1/2
</TABLE>
24
<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.
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
25
<PAGE>
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 $47.9 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 interest rate 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.
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. Effective
September 2, 1997, Dillon, Read & Co. Inc. will become a subsidiary of Swiss
Bank Corporation and will change its name to SBC Warburg Dillon Read Inc. IPALCO
has agreed to pay the Dealer Managers a fee of $.50 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
26
<PAGE>
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 $1.50 per Share (except that for
transactions for beneficial owners equal to or exceeding 2,500 Shares, IPALCO
will pay a solicitation fee of $1.00 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 2,500 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.
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
27
<PAGE>
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.
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.
<TABLE>
<S> <C>
Dealer Manager Fees....................................................... $ 180,000
Depositary and Information Agent Fees $ 56,000
Solicitation Fees......................................................... $ 350,000
Printing and Mailing Fees................................................. $ 160,000
Filing Fees............................................................... $ 9,500
Legal and Miscellaneous................................................... $ 155,500
---------
Total................................................................. $ 911,000
---------
---------
</TABLE>
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.
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
28
<PAGE>
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
Condensed Balance Sheet Data:
<CAPTION>
AS OF DECEMBER 31, AS OF JUNE 30,
---------------------- ----------------------
1996 1995 1997 1996
---------- ---------- ---------- ----------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C> <C> <C>
ASSETS:
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>
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
29
<PAGE>
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
August 29, 1997
30
<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>
<S> <C> <C> <C>
BY
BY MAIL: FACSIMILIE: TO CONFIRM: BY HAND/OVERNIGHT DELIVERY:
P.O. Box 84 (212) (212) One State Street
Bowling Green Station 858-2611 858-2103 New York, New York 10004
New York, New York 10274-0084 Attn: Securities Processing
Attn: Reorganization Window, Subcellar One, (SC-1)
Operations Department
</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:
<TABLE>
<S> <C>
DILLON, READ & CO. INC. MERRILL LYNCH & CO.
535 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))
</TABLE>
ATTENTION
SHAREHOLDERS WHO HAVE LOST CERTIFICATES
PLEASE CALL IPL, SHAREHOLDER SERVICES, AT (317) 261-8394 OR 1- 800-877-0153 FOR
ASSISTANCE.
31
<PAGE>
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 AUGUST 29, 1997,
FOR PURCHASE AT A PURCHASE PRICE OF
$ PER SHARE
AND/OR
VOTED PURSUANT TO THE PROXY STATEMENT,
DATED AUGUST 29, 1997,
OF
INDIANAPOLIS POWER & LIGHT COMPANY
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON WEDNESDAY, OCTOBER 8, 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 WEDNESDAY, OCTOBER 8, 1997, OR ON SUCH DATE TO WHICH
THE MEETING IS ADJOURNED OR POSTPONED.
TO: IBJ SCHRODER BANK & TRUST COMPANY (THE "DEPOSITARY")
<TABLE>
<CAPTION>
BY
BY MAIL: FACSIMILIE: TO CONFIRM: BY HAND/OVERNIGHT DELIVERY:
<S> <C> <C> <C>
P.O. Box 84 (212) (212) One State Street
858-2611 858-2103
Bowling Green Station New York, New York 10004
New York, New York 10274-0084 Attn: Securities Processing
Attn: Reorganization Window, Subcellar One,
Operations
Department (SC-1)
</TABLE>
<PAGE>
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 AUGUST 29, 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 AUGUST 27, 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.
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.
2
<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 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
Wednesday, October 8, 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. / /
3
<PAGE>
<TABLE>
<CAPTION>
DESCRIPTION OF SHARES TENDERED (1)
<S> <C> <C> <C> <C>
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) (PLEASE
USE PREADDRESSED LABEL OR FILL IN, IF BLANK, EXACTLY AS SHARE CERTIFICATE(S) AND SHARE(S) TENDERED/VOTED
NAME(S) APPEAR(S) ON SHARE CERTIFICATE(S) AND SHARE(S) (ATTACHED ADDITIONAL SIGNED LIST IF NECESSARY)
TENDERED) (1)
NUMBER OF
SHARES
NOT
TENDERED
TOTAL NUMBER BUT AS TO
SHARE OF SHARES NUMBER OF WHICH
CERTIFICATE REPRESENTED SHARES PROXIES
NUMBER(S) BY SHARE TENDERED GIVEN
(2) CERTIFICATE(S)(2) (3) ONLY
TOTAL
SHARES:
(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.
</TABLE>
NOTE: IF YOU ARE DELIVERING A PROXY BUT NOT TENDERING SHARES, DO NOT SEND
ANY SHARE CERTIFICATES.
4
<PAGE>
SIGNATURE(S) OF OWNER(S)*
- -RIGHT ARROW-_______________________________________________________-LEFT ARROW-
- -RIGHT ARROW-_______________________________________________________-LEFT ARROW-
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
5
<PAGE>
IF SELLING SHARES ON OR AFTER AUGUST 27, 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 AUGUST
29, 1997.
<TABLE>
<CAPTION>
<S> <C>
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 August 29, 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 AN 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.
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
DESCRIPTION OF PREFERRED STOCK
CERTIFICATE NUMBER(S) AGGREGATE NUMBER
(ATTACH LIST IF OF SHARES
NECESSARY) ----------------------
----------------------
1. ------------------- ---------------------
2. ------------------- ---------------------
3. ------------------- ---------------------
Total: ---------------------
* This irrevocable proxy must be signed on the next page to be effective.
</TABLE>
6
<PAGE>
IRREVOCABLE PROXY
SIGNATURE(S) OF RECORD OR AUTHORIZED SIGNATORY *
-RIGHT ARROW-_____________________________________________________-LEFT ARROW-
_____________________________________________________________________________
(Please Print)
Dated:__________________________________________________________________, 1997
Tax Identification or Social Security No(s)___________________________________
-RIGHT ARROW-_____________________________________________________-LEFT ARROW-
_____________________________________________________________________________
(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
7
<PAGE>
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.
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.
8
<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)
/ / 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: / / DTC / / PDTC
Account No._____________________________________________________________
Transaction Code No.____________________________________________________
/ / 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 / / DTC or / / 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.
9
<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED ABOVE.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The above signed 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 August 29, 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 above signed
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 above signed
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.
The above signed hereby represents and warrants that the above signed 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
above signed 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 above signed, and
any obligations of the above signed hereunder shall be binding upon the heirs,
personal representatives, successors and assigns of the above signed. Except as
stated in the Offer, this tender is irrevocable.
10
<PAGE>
The above signed 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 above signed's acceptance of the terms
and conditions of the Offer, including the above signed's representation and
warranty that (a) the above signed 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 above signed and
IPALCO upon the terms and subject to the conditions of the Offer.
The above signed 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 above signed understands that certificate(s) for any Shares
not tendered or not purchased will be returned to the above signed.
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 above signed (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 above signed at
the address shown below the above signed 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
above signed 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.
11
<PAGE>
<TABLE>
<S> <C>
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
SEE INSTRUCTIONS 4, 6, AND 7 SEE INSTRUCTIONS 4, 6, AND 7
To be completed ONLY if the check for To be completed ONLY if the check for the
the Purchase Price of Shares purchased Purchase Price of Shares purchased and/or
and/or certificates for Shares not certificates for Shares not tendered or
tendered or not purchased are to be issued not purchased are to be mailed to someone
in the name of someone other than the other than the above signed or to the
above signed. above signed at an address other than that
Issue / / Check / / Certificate(s) to: shown below the above signed's
Name signature(s).
(Please Print) Mail / / Check / / Certificate(s) to:
Address Name
(Include Zip Code) (Please Print)
(Tax Identification or Social Security Address
Number)* (Include Zip Code)
* See Substitute Form W-9 Below.
</TABLE>
/ / 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:_____
12
<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 $1.50 per Share (except that
for transactions for beneficial owners equal to or exceeding 2,500 Shares,
IPALCO will pay a solicitation fee of $1.00 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 2,500 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.)
<TABLE>
<CAPTION>
<S> <C>
NAME OF BENEFICIAL OWNER NUMBER OF SHARES TENDERED
</TABLE>
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))
13
<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.
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.
14
<PAGE>
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
August 29, 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 August 27,
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.
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.
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<PAGE>
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.
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.
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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.
10. SOLICITED TENDERS. IPALCO will pay a solicitation fee of $1.50 per
Share (except that for transactions for beneficial owners equal to or exceeding
2,500 Shares, IPALCO will pay a solicitation fee of $1.00 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 2,500 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."
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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.
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.
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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
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.
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SEE 'GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9' FOR ADDITIONAL INSTRUCTIONS.
SUBSTITUTE
FORM W-9
PAYER'S NAME: IBJ SCHRODER BANK & TRUST COMPANY, AS DEPOSITARY
<TABLE>
<S> <C> <C>
SUBSTITUTE PART I -- PLEASE PROVIDE YOUR
FORM W-9 TIN IN THE BOX AT RIGHT AND Social Security Number or
CERTIFY BY SIGNING AND DATING Employer Identification
BELOW: Number
(If Awaiting TIN write "Applied for")
NAME (Please Print)
--------------------------------
PAYER'S REQUEST FOR ADDRESS PART II -- For Payees NOT subject to
TAXPAYER IDENTIFICATION -------------------------------- backup withholding, see the
NUMBER (TIN) CITY STATE ZIP "Guidelines for Certification of
CODE Taxpayer Identification Number on
Substitute Form W-9" and complete as
instructed therein.
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
PART III -- CERTIFICATION: -- Under 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.
</TABLE>
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WRITE "APPLIED FOR"
IN PART I OF SUBSTITUTE FORM W-9
<TABLE>
<S> <C> <C>
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 such 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
</TABLE>
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" FOR ADDITIONAL DETAILS.
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<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.
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.
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<PAGE>
(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:
- Payments to nonresident aliens subject to withholding under section 1441.
- Payments to partnerships not engaged in a trade or business in the United
States and that have at least one nonresident partner.
- Payments of patronage dividends not paid in money.
- Payments made by certain foreign organizations.
- Section 404(k) payments made by an ESOP.
Payments of interest generally not subject to backup withholding include the
following:
- 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.
- Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
- Payments described in section 6049(b)(5) to nonresident aliens.
- Payments on tax-free covenant bonds under section 1451.
- Payments made by certain foreign organizations.
- Mortgage interest paid to you.
Other types of payments generally not subject to backup withholding include:
- Wages.
- Distributions from a pension, annuity, profit-sharing or stock bonus plan,
or an IRA.
- Distributions from an owner-employee plan.
- Certain surrenders of life insurance contracts.
- 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.
- 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.
WHAT NAME AND NUMBER TO GIVE THE REQUESTER
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.
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<PAGE>
(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 How 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.
<TABLE>
<CAPTION>
WHAT NAME AND NUMBER TO GIVE THE REQUESTER
- -------------------------------------------------------------
<S> <C> <C>
For this type of account: Give name and SSN of:
<CAPTION>
- -------------------------------------------------------------
<S> <C> <C>
1. Individual The individual
2. Two or more individuals The actual owner of the
(joint account) account or, if combined
funds, the first
individual on the
account (1)
3. Custodian account of a The minor (2)
minor (Uniform Gift to
Minors Act)
4. a. The usual revocable The grantor-trustee (1)
savings trust (grantor
is also trustee)
b. So-called trust The actual owner (1)
account that is not a
legal or valid trust
under state law
5. Sole proprietorship The owner (3)
<CAPTION>
- -------------------------------------------------------------
For this type of account: Give name and SSN of:
- -------------------------------------------------------------
<S> <C> <C>
6. Sole proprietorship The owner (3)
7. A valid trust, estate, Legal entity (4)
or
pension trust
8. Corporate The corporation
9. Association, club, The organization
religious, charitable,
educational, or other
tax-exempt organization
10. Partnership The partnership
11. A broker or registered The broker or nominee
nominee
12. Account with the The public entity
Department of
Agriculture in the name
of a public entity (such
as a state or local
government, school
district, or prison)
that receives
agricultural program
payments.
</TABLE>
- --------------------------------------------------------------------------------
(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.
23
<PAGE>
THE DEALER MANAGERS:
<TABLE>
<S> <C>
DILLON, READ & CO. INC. MERRILL LYNCH & CO.
535 Madison Avenue World Financial Center
New York, New York 10022 250 Vesey Street
Attention: Syndicate New York, New York 10281
Department
(212) 906-7531 1-888-ML4-TNDR (toll free)
1-888-654-8637 (toll free)
</TABLE>
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
OR IPL SHAREHOLDER SERVICES AT (317) 261-8394 OR 1-800-877-0153.
24
<PAGE>
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")
<TABLE>
<S> <C> <C>
BY MAIL: BY FACSIMILIE: BY HAND/OVERNIGHT DELIVERY:
P.O. Box 84 (212) 858-2611 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)
TO CONFIRM:
(212) 858-2103
</TABLE>
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 August 29, 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 AUGUST 29, 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.
2
<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 Wednesday, October 8, 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):
<TABLE>
<S> <C> <C> <C> <C> <C>
/ / 4% Series / / 4.60% Series / / 6% Series
/ / 4.20% Series / / 4.80% Series / / 8.20% Series
</TABLE>
Number of Shares: ________________________________________________
Certificate Nos. (if available): _________________________________
_________________________________
_________________________________
3
<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.
4
<PAGE>
If Shares will be tendered by book-entry transfer:
Name of tendering institution:
---------------------------------------------------------
Account No.
------------------------------------------- at / / DTC or / / 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.
5
<PAGE>
IF SELLING SHARES ON OR AFTER AUGUST 27, 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 AUGUST
29, 1997.
IRREVOCABLE PROXY*
WITH RESPECT TO SHARES OF THE
CUMULATIVE PREFERRED STOCK, ________% SERIES OF
INDIANAPOLIS POWER & LIGHT COMPANY ("IPL")
(PLEASE INDICATE APPROPRIATE SERIES OF CUMULATIVE PREFERRED STOCK IN
THE BLANK LOCATED THREE LINES ABOVE.)
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 August 29, 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
AN 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
<TABLE>
<CAPTION>
CERTIFICATE NUMBER(S) AGGREGATE NUMBER
(ATTACH LIST IF NECESSARY) OF SHARES
- ----------------------------------- -----------------------------------
<S> <C>
1. ---------------------
---------------------------
2. ---------------------
---------------------------
3. ---------------------
---------------------------
Total: ---------------------
</TABLE>
* THIS IRREVOCABLE PROXY MUST BE SIGNED ON THE NEXT PAGE TO BE EFFECTIVE.
6
<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
7
<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.
8
<PAGE>
[INDIANAPOLIS POWER & LIGHT COMPANY LETTERHEAD]
INDIANAPOLIS POWER & LIGHT COMPANY
ONE MONUMENT CIRCLE
P.O. BOX 1595
INDIANAPOLIS, INDIANA 46204
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD WEDNESDAY, OCTOBER 8, 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 Wednesday, October 8, 1997 at 4:00
o'clock P.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 August 29, 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
/s/ BRYAN G. TABLER
--------------------------------------
BY: BRYAN G. TABLER
SENIOR VICE PRESIDENT,
SECRETARY AND GENERAL COUNSEL
Indianapolis, Indiana
August 29, 1997
<PAGE>
DILLON, READ & CO. INC. MERRILL LYNCH & CO.
THE DEALER MANAGERS 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
<TABLE>
<CAPTION>
TITLE OF SERIES OF PURCHASE PRICE
PREFERRED STOCK CUSIP NUMBER PER SHARE
- ------------------------------------------------------------- -------------- --------------
<S> <C> <C>
Cumulative Preferred Stock:
-- 4% Series 455434 20 9 $ 71.38
-- 4.20% Series 455434 88 6 $ 77.72
-- 4.60% Series 455434 40 7 $ 85.12
-- 4.80% Series 455434 80 3 $ 88.82
-- 6% Series 455434 30 8 $ 103.00
-- 8.20% Series 455434 60 5 $ 102.00
</TABLE>
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
WEDNESDAY, OCTOBER 8, 1997, UNLESS THE OFFER IS EXTENDED (THE "EXPIRATION
DATE").
August 29, 1997
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
In our capacity as Dealer Managers, we are enclosing the material listed
below relating to the invitation of IPALCO Enterprises, Inc., an Indiana
corporation ("IPALCO"), to the holders of each series of cumulative preferred
stock of Indianapolis Power & Light Company, an Indiana corporation and direct
subsidiary of IPALCO ("IPL"), listed above (each a "Series of Preferred") 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"),
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 August 29, 1997 (the
"Offer to Purchase and Proxy Statement"), and in the Letter of Transmittal and
Proxy for the Shares tendered. As to each Series of Preferred, the Offer to
Purchase and Proxy Statement, together with the applicable Letter of Transmittal
and Proxy, constitutes the "Offer". IPALCO will purchase all Shares validly
tendered and not withdrawn, upon the terms and subject to the conditions of the
Offer.
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 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 AUGUST 29,
1997 (THE "RECORD DATE"))WHO WISH TO TENDER THEIR SHARES PURSUANT TO THE OFFER
MUST VOTE IN FAVOR OF THE PROPOSED AMENDMENT (AS DEFINED IN THE OFFER TO
PURCHASE AND PROXY STATEMENT). MOREOVER, THE OFFER IS CONDITIONED UPON, AMONG
OTHER THINGS, THE PROPOSED AMENDMENT BEING APPROVED AND ADOPTED AT THE SPECIAL
MEETING (AS DEFINED IN THE OFFER TO PURCHASE AND PROXY STATEMENT). PREFERRED
SHAREHOLDERS HAVE THE RIGHT TO VOTE ON THE PROPOSED
<PAGE>
AMENDMENT REGARDLESS OF WHETHER THEY TENDER THEIR SHARES. SEE "PROPOSED
AMENDMENT AND PROXY SOLICITATION," "TERMS OF THE OFFER -- CERTAIN CONDITIONS OF
THE OFFER" AND "TERMS OF THE OFFER -- EXTENSION OF TENDER PERIOD; TERMINATION;
AMENDMENTS" IN THE OFFER TO PURCHASE AND PROXY STATEMENT.
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" IN THE OFFER TO
PURCHASE AND PROXY STATEMENT.
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.
We are asking you to contact your clients for whom you hold Shares
registered in your name (or in the name of your nominee) or who hold Shares
registered in their own names. Please bring the Offer to their attention as
promptly as possible.
IPALCO will pay a solicitation fee of $1.50 per Share (except that for
transactions for beneficial owners equal to or exceeding 2,500 Shares, IPALCO
will pay a solicitation fee of $1.00 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 2,500 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" therein, 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 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
2
<PAGE>
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."
IPALCO will also, upon request, reimburse Soliciting Dealers for reasonable
and customary handling and mailing expenses incurred by them in forwarding
materials relating to the Offer to their customers. IPALCO will pay all stock
transfer taxes applicable to its purchase of Shares pursuant to the Offer,
subject to Instruction 6 of the Letter of Transmittal and Proxy.
IN ORDER FOR A SOLICITING DEALER TO RECEIVE A SOLICITATION FEE, IBJ SCHRODER
BANK & TRUST COMPANY, AS DEPOSITARY (THE "DEPOSITARY"), MUST HAVE RECEIVED FROM
SUCH SOLICITING DEALER A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF
SOLICITED TENDERS IN THE FORM ATTACHED HERETO (OR A FACSIMILE THEREOF) WITHIN
THREE BUSINESS DAYS AFTER THE EXPIRATION OF THE OFFER.
For your information and for forwarding to your clients for whom you hold
Shares registered in your name (or in the name of your nominee), we are
enclosing the following documents:
1. The Offer to Purchase and Proxy Statement, dated August 29, 1997;
2. A separate Letter of Transmittal and Proxy for each Series of Preferred
for your use and for the information of your clients;
3. Notice of Special Meeting of Shareholders;
4. A letter to shareholders of IPL from its Chairman of the Board and Chief
Executive Officer;
5. A Notice of Guaranteed Delivery and Proxy to be used to accept the Offer
if the Shares and all other required documents cannot be delivered to the
Depositary by the applicable Expiration Date (as defined in the Offer to
Purchase and Proxy Statement);
6. A form of letter which may be sent to your clients for whose accounts
you hold Shares registered in your name or in the name of your nominee,
with space for obtaining such clients' instructions with regard to the
Offer and with regard to the proxy solicitation by IPL; and
7. A return envelope addressed to IBJ Schroder Bank & Trust Company, the
Depositary.
EACH SERIES OF PREFERRED HAS ITS OWN LETTER OF TRANSMITTAL AND PROXY, AND
ONLY THE APPLICABLE LETTER OF TRANSMITTAL AND PROXY FOR A PARTICULAR SERIES OF
PREFERRED, OR A NOTICE OF GUARANTEED DELIVERY AND PROXY, MAY BE USED TO TENDER
SHARES OF SUCH SERIES OF PREFERRED.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON WEDNESDAY, OCTOBER 8, 1997, UNLESS THE OFFER IS EXTENDED.
3
<PAGE>
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.
Any questions or requests for assistance or additional copies of the
enclosed materials may be directed to D. F. King & Co., Inc., the Information
Agent, or to us, as Dealer Managers, at the respective addresses and telephone
numbers set forth on the back cover of the enclosed Offer to Purchase and Proxy
Statement.
Very truly yours,
DILLON, READ & CO. INC.
MERRILL LYNCH & CO.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY PERSON AS THE AGENT OF IPALCO, IPL, THE DEALER MANAGERS, THE INFORMATION
AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY
DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE
OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED
THEREIN.
4
<PAGE>
NOTICE OF SOLICITED TENDERS
List below the number of Shares tendered and/or voted in favor of the
Proposed Amendment by each beneficial owner whose tender you have solicited. All
Shares beneficially owned by a beneficial owner, whether in one account or
several, and in however many capacities, must be aggregated for purposes of
completing the tables below. Any questions as to what constitutes beneficial
ownership should be directed to the Information Agent. If the space below is
inadequate, list the Shares on a separate signed schedule and affix the list to
this Notice of Solicited Tenders. PLEASE DO NOT COMPLETE THE SECTIONS OF THE
TABLE HEADED "TO BE COMPLETED ONLY BY DEPOSITARY."
ALL NOTICES OF SOLICITED TENDERS SHOULD BE RETURNED TO THE DEPOSITARY AT THE
ADDRESS SET FORTH ON THE BACK COVER OF THE OFFER TO PURCHASE WITHIN THREE NEW
YORK STOCK EXCHANGE TRADING DAYS AFTER THE EXPIRATION OF THE OFFER. NOTICES MAY
BE FAXED TO THE DEPOSITARY AT (212) 858-2611; CONFIRMATION TELEPHONE NUMBER
(212) 858-2103. ALL QUESTIONS CONCERNING THE NOTICES OF SOLICITED TENDERS SHOULD
BE DIRECTED TO THE INFORMATION AGENT AT THE TELEPHONE NUMBER SET FORTH ON THE
BACK COVER OF THE OFFER TO PURCHASE.
SOLICITED TENDERS OF 4% SHARES
NOT BENEFICIALLY OWNED BY SOLICITING DEALER
(IF DELIVERING THIS NOTICE TO DEPOSITARY, LAST PAGE OF THIS LETTER MUST BE
COMPLETED AND SIGNED.)
BENEFICIAL OWNERS OF LESS THAN 2,500 SHARES -- SOLICITATION FEE OF $1.50 PER
SHARE
<TABLE>
<CAPTION>
TO BE COMPLETED TO BE COMPLETED ONLY
BY THE SOLICITING DEALER BY DEPOSITARY
------------------------------------ ---------------------
NUMBER OF DTC PARTICIPANT
BENEFICIAL OWNERS SHARES TENDERED VOI TICKET NUMBER* NUMBER
- ---------------------------------------------------- --------------- ------------------- ---------------------
<S> <C> <C> <C>
Beneficial Owner No. 1..............................
--------------- ------------------- ---------------------
Beneficial Owner No. 2..............................
--------------- ------------------- ---------------------
Beneficial Owner No. 3..............................
--------------- ------------------- ---------------------
Beneficial Owner No. 4..............................
--------------- ------------------- ---------------------
Beneficial Owner No. 5..............................
--------------- ------------------- ---------------------
Total.............................................
--------------- ------------------- ---------------------
--------------- ------------------- ---------------------
</TABLE>
BENEFICIAL OWNERS OF 2,500 OR MORE SHARES -- SOLICITATION FEE OF $1.00 PER SHARE
<TABLE>
<CAPTION>
TO BE COMPLETED TO BE COMPLETED ONLY
BY THE SOLICITING DEALER BY DEPOSITARY
------------------------------------ ---------------------
NUMBER OF DTC PARTICIPANT
BENEFICIAL OWNERS SHARES TENDERED VOI TICKET NUMBER* NUMBER
- ---------------------------------------------------- --------------- ------------------- ---------------------
<S> <C> <C> <C>
Beneficial Owner No. 1..............................
--------------- ------------------- ---------------------
Beneficial Owner No. 2..............................
--------------- ------------------- ---------------------
Beneficial Owner No. 3..............................
--------------- ------------------- ---------------------
Beneficial Owner No. 4..............................
--------------- ------------------- ---------------------
Beneficial Owner No. 5..............................
--------------- ------------------- ---------------------
Total.............................................
--------------- ------------------- ---------------------
--------------- ------------------- ---------------------
</TABLE>
- ------------------------
* Complete if Shares delivered by book-entry transfer. Please submit a separate
VOI Ticket for Shares tendered when the solicitation fee is to be directed to
another Soliciting Dealer. At the time of tendering Shares in book-entry form,
please indicate your request for solicitation fees in the comments field.
5
<PAGE>
NOTICE OF SOLICITED TENDERS
List below the number of Shares tendered and/or voted in favor of the
Proposed Amendment by each beneficial owner whose tender you have solicited. All
Shares beneficially owned by a beneficial owner, whether in one account or
several, and in however many capacities, must be aggregated for purposes of
completing the tables below. Any questions as to what constitutes beneficial
ownership should be directed to the Information Agent. If the space below is
inadequate, list the Shares on a separate signed schedule and affix the list to
this Notice of Solicited Tenders. PLEASE DO NOT COMPLETE THE SECTIONS OF THE
TABLE HEADED "TO BE COMPLETED ONLY BY DEPOSITARY."
ALL NOTICES OF SOLICITED TENDERS SHOULD BE RETURNED TO THE DEPOSITARY AT THE
ADDRESS SET FORTH ON THE BACK COVER OF THE OFFER TO PURCHASE WITHIN THREE NEW
YORK STOCK EXCHANGE TRADING DAYS AFTER THE EXPIRATION OF THE OFFER. NOTICES MAY
BE FAXED TO THE DEPOSITARY AT (212) 858-2611; CONFIRMATION TELEPHONE NUMBER
(212) 858-2103. ALL QUESTIONS CONCERNING THE NOTICES OF SOLICITED TENDERS SHOULD
BE DIRECTED TO THE INFORMATION AGENT AT THE TELEPHONE NUMBER SET FORTH ON THE
BACK COVER OF THE OFFER TO PURCHASE.
SOLICITED TENDERS OF 4.20% SHARES
NOT BENEFICIALLY OWNED BY SOLICITING DEALER
(IF DELIVERING THIS NOTICE TO DEPOSITARY, LAST PAGE OF THIS LETTER MUST BE
COMPLETED AND SIGNED.)
BENEFICIAL OWNERS OF LESS THAN 2,500 SHARES -- SOLICITATION FEE OF $1.50 PER
SHARE
<TABLE>
<CAPTION>
TO BE COMPLETED TO BE COMPLETED ONLY
BY THE SOLICITING DEALER BY DEPOSITARY
------------------------------------ ---------------------
NUMBER OF DTC PARTICIPANT
BENEFICIAL OWNERS SHARES TENDERED VOI TICKET NUMBER* NUMBER
- ---------------------------------------------------- --------------- ------------------- ---------------------
<S> <C> <C> <C>
Beneficial Owner No. 1..............................
--------------- ------------------- ---------------------
Beneficial Owner No. 2..............................
--------------- ------------------- ---------------------
Beneficial Owner No. 3..............................
--------------- ------------------- ---------------------
Beneficial Owner No. 4..............................
--------------- ------------------- ---------------------
Beneficial Owner No. 5..............................
--------------- ------------------- ---------------------
Total.............................................
--------------- ------------------- ---------------------
--------------- ------------------- ---------------------
</TABLE>
BENEFICIAL OWNERS OF 2,500 OR MORE SHARES -- SOLICITATION FEE OF $1.00 PER SHARE
<TABLE>
<CAPTION>
TO BE COMPLETED TO BE COMPLETED ONLY
BY THE SOLICITING DEALER BY DEPOSITARY
------------------------------------ ---------------------
NUMBER OF DTC PARTICIPANT
BENEFICIAL OWNERS SHARES TENDERED VOI TICKET NUMBER* NUMBER
- ---------------------------------------------------- --------------- ------------------- ---------------------
<S> <C> <C> <C>
Beneficial Owner No. 1..............................
--------------- ------------------- ---------------------
Beneficial Owner No. 2..............................
--------------- ------------------- ---------------------
Beneficial Owner No. 3..............................
--------------- ------------------- ---------------------
Beneficial Owner No. 4..............................
--------------- ------------------- ---------------------
Beneficial Owner No. 5..............................
--------------- ------------------- ---------------------
Total.............................................
--------------- ------------------- ---------------------
--------------- ------------------- ---------------------
</TABLE>
- ------------------------
* Complete if Shares delivered by book-entry transfer. Please submit a separate
VOI Ticket for Shares tendered when the solicitation fee is to be directed to
another Soliciting Dealer. At the time of tendering Shares in book-entry form,
please indicate your request for solicitation fees in the comments field.
6
<PAGE>
NOTICE OF SOLICITED TENDERS
List below the number of Shares tendered and/or voted in favor of the
Proposed Amendment by each beneficial owner whose tender you have solicited. All
Shares beneficially owned by a beneficial owner, whether in one account or
several, and in however many capacities, must be aggregated for purposes of
completing the tables below. Any questions as to what constitutes beneficial
ownership should be directed to the Information Agent. If the space below is
inadequate, list the Shares on a separate signed schedule and affix the list to
this Notice of Solicited Tenders. PLEASE DO NOT COMPLETE THE SECTIONS OF THE
TABLE HEADED "TO BE COMPLETED ONLY BY DEPOSITARY."
ALL NOTICES OF SOLICITED TENDERS SHOULD BE RETURNED TO THE DEPOSITARY AT THE
ADDRESS SET FORTH ON THE BACK COVER OF THE OFFER TO PURCHASE WITHIN THREE NEW
YORK STOCK EXCHANGE TRADING DAYS AFTER THE EXPIRATION OF THE OFFER. NOTICES MAY
BE FAXED TO THE DEPOSITARY AT (212) 858-2611; CONFIRMATION TELEPHONE NUMBER
(212) 858-2103. ALL QUESTIONS CONCERNING THE NOTICES OF SOLICITED TENDERS SHOULD
BE DIRECTED TO THE INFORMATION AGENT AT THE TELEPHONE NUMBER SET FORTH ON THE
BACK COVER OF THE OFFER TO PURCHASE.
SOLICITED TENDERS OF 4.60% SHARES
NOT BENEFICIALLY OWNED BY SOLICITING DEALER
(IF DELIVERING THIS NOTICE TO DEPOSITARY, LAST PAGE OF THIS LETTER MUST BE
COMPLETED AND SIGNED.)
BENEFICIAL OWNERS OF LESS THAN 2,500 SHARES -- SOLICITATION FEE OF $1.50 PER
SHARE
<TABLE>
<CAPTION>
TO BE COMPLETED TO BE COMPLETED ONLY
BY THE SOLICITING DEALER BY DEPOSITARY
------------------------------------ ---------------------
NUMBER OF DTC PARTICIPANT
BENEFICIAL OWNERS SHARES TENDERED VOI TICKET NUMBER* NUMBER
- ---------------------------------------------------- --------------- ------------------- ---------------------
<S> <C> <C> <C>
Beneficial Owner No. 1..............................
--------------- ------------------- ---------------------
Beneficial Owner No. 2..............................
--------------- ------------------- ---------------------
Beneficial Owner No. 3..............................
--------------- ------------------- ---------------------
Beneficial Owner No. 4..............................
--------------- ------------------- ---------------------
Beneficial Owner No. 5..............................
--------------- ------------------- ---------------------
Total.............................................
--------------- ------------------- ---------------------
--------------- ------------------- ---------------------
</TABLE>
BENEFICIAL OWNERS OF 2,500 OR MORE SHARES -- SOLICITATION FEE OF $1.00 PER SHARE
<TABLE>
<CAPTION>
TO BE COMPLETED TO BE COMPLETED ONLY
BY THE SOLICITING DEALER BY DEPOSITARY
------------------------------------ ---------------------
NUMBER OF DTC PARTICIPANT
BENEFICIAL OWNERS SHARES TENDERED VOI TICKET NUMBER* NUMBER
- ---------------------------------------------------- --------------- ------------------- ---------------------
<S> <C> <C> <C>
Beneficial Owner No. 1..............................
--------------- ------------------- ---------------------
Beneficial Owner No. 2..............................
--------------- ------------------- ---------------------
Beneficial Owner No. 3..............................
--------------- ------------------- ---------------------
Beneficial Owner No. 4..............................
--------------- ------------------- ---------------------
Beneficial Owner No. 5..............................
--------------- ------------------- ---------------------
Total.............................................
--------------- ------------------- ---------------------
--------------- ------------------- ---------------------
</TABLE>
- ------------------------
* Complete if Shares delivered by book-entry transfer. Please submit a separate
VOI Ticket for Shares tendered when the solicitation fee is to be directed to
another Soliciting Dealer. At the time of tendering Shares in book-entry form,
please indicate your request for solicitation fees in the comments field.
7
<PAGE>
NOTICE OF SOLICITED TENDERS
List below the number of Shares tendered and/or voted in favor of the
Proposed Amendment by each beneficial owner whose tender you have solicited. All
Shares beneficially owned by a beneficial owner, whether in one account or
several, and in however many capacities, must be aggregated for purposes of
completing the tables below. Any questions as to what constitutes beneficial
ownership should be directed to the Information Agent. If the space below is
inadequate, list the Shares on a separate signed schedule and affix the list to
this Notice of Solicited Tenders. PLEASE DO NOT COMPLETE THE SECTIONS OF THE
TABLE HEADED "TO BE COMPLETED ONLY BY DEPOSITARY."
ALL NOTICES OF SOLICITED TENDERS SHOULD BE RETURNED TO THE DEPOSITARY AT THE
ADDRESS SET FORTH ON THE BACK COVER OF THE OFFER TO PURCHASE WITHIN THREE NEW
YORK STOCK EXCHANGE TRADING DAYS AFTER THE EXPIRATION OF THE OFFER. NOTICES MAY
BE FAXED TO THE DEPOSITARY AT (212) 858-2611; CONFIRMATION TELEPHONE NUMBER
(212) 858-2103. ALL QUESTIONS CONCERNING THE NOTICES OF SOLICITED TENDERS SHOULD
BE DIRECTED TO THE INFORMATION AGENT AT THE TELEPHONE NUMBER SET FORTH ON THE
BACK COVER OF THE OFFER TO PURCHASE.
SOLICITED TENDERS OF 4.80% SHARES
NOT BENEFICIALLY OWNED BY SOLICITING DEALER
(IF DELIVERING THIS NOTICE TO DEPOSITARY, LAST PAGE OF THIS LETTER MUST BE
COMPLETED AND SIGNED.)
BENEFICIAL OWNERS OF LESS THAN 2,500 SHARES -- SOLICITATION FEE OF $1.50 PER
SHARE
<TABLE>
<CAPTION>
TO BE COMPLETED TO BE COMPLETED ONLY
BY THE SOLICITING DEALER BY DEPOSITARY
------------------------------------ ---------------------
NUMBER OF DTC PARTICIPANT
BENEFICIAL OWNERS SHARES TENDERED VOI TICKET NUMBER* NUMBER
- ---------------------------------------------------- --------------- ------------------- ---------------------
<S> <C> <C> <C>
Beneficial Owner No. 1..............................
--------------- ------------------- ---------------------
Beneficial Owner No. 2..............................
--------------- ------------------- ---------------------
Beneficial Owner No. 3..............................
--------------- ------------------- ---------------------
Beneficial Owner No. 4..............................
--------------- ------------------- ---------------------
Beneficial Owner No. 5..............................
--------------- ------------------- ---------------------
Total.............................................
--------------- ------------------- ---------------------
--------------- ------------------- ---------------------
</TABLE>
BENEFICIAL OWNERS OF 2,500 OR MORE SHARES -- SOLICITATION FEE OF $1.00 PER SHARE
<TABLE>
<CAPTION>
TO BE COMPLETED TO BE COMPLETED ONLY
BY THE SOLICITING DEALER BY DEPOSITARY
------------------------------------ ---------------------
NUMBER OF DTC PARTICIPANT
BENEFICIAL OWNERS SHARES TENDERED VOI TICKET NUMBER* NUMBER
- ---------------------------------------------------- --------------- ------------------- ---------------------
<S> <C> <C> <C>
Beneficial Owner No. 1..............................
--------------- ------------------- ---------------------
Beneficial Owner No. 2..............................
--------------- ------------------- ---------------------
Beneficial Owner No. 3..............................
--------------- ------------------- ---------------------
Beneficial Owner No. 4..............................
--------------- ------------------- ---------------------
Beneficial Owner No. 5..............................
--------------- ------------------- ---------------------
Total.............................................
--------------- ------------------- ---------------------
--------------- ------------------- ---------------------
</TABLE>
- ------------------------
* Complete if Shares delivered by book-entry transfer. Please submit a separate
VOI Ticket for Shares tendered when the solicitation fee is to be directed to
another Soliciting Dealer. At the time of tendering Shares in book-entry form,
please indicate your request for solicitation fees in the comments field.
8
<PAGE>
NOTICE OF SOLICITED TENDERS
List below the number of Shares tendered and/or voted in favor of the
Proposed Amendment by each beneficial owner whose tender you have solicited. All
Shares beneficially owned by a beneficial owner, whether in one account or
several, and in however many capacities, must be aggregated for purposes of
completing the tables below. Any questions as to what constitutes beneficial
ownership should be directed to the Information Agent. If the space below is
inadequate, list the Shares on a separate signed schedule and affix the list to
this Notice of Solicited Tenders. PLEASE DO NOT COMPLETE THE SECTIONS OF THE
TABLE HEADED "TO BE COMPLETED ONLY BY DEPOSITARY."
ALL NOTICES OF SOLICITED TENDERS SHOULD BE RETURNED TO THE DEPOSITARY AT THE
ADDRESS SET FORTH ON THE BACK COVER OF THE OFFER TO PURCHASE WITHIN THREE NEW
YORK STOCK EXCHANGE TRADING DAYS AFTER THE EXPIRATION OF THE OFFER. NOTICES MAY
BE FAXED TO THE DEPOSITARY AT (212) 858-2611; CONFIRMATION TELEPHONE NUMBER
(212) 858-2103. ALL QUESTIONS CONCERNING THE NOTICES OF SOLICITED TENDERS SHOULD
BE DIRECTED TO THE INFORMATION AGENT AT THE TELEPHONE NUMBER SET FORTH ON THE
BACK COVER OF THE OFFER TO PURCHASE.
SOLICITED TENDERS OF 6% SHARES
NOT BENEFICIALLY OWNED BY SOLICITING DEALER
(IF DELIVERING THIS NOTICE TO DEPOSITARY, LAST PAGE OF THIS LETTER MUST BE
COMPLETED AND SIGNED.)
BENEFICIAL OWNERS OF LESS THAN 2,500 SHARES -- SOLICITATION FEE OF $1.50 PER
SHARE
<TABLE>
<CAPTION>
TO BE COMPLETED TO BE COMPLETED ONLY
BY THE SOLICITING DEALER BY DEPOSITARY
------------------------------------ ---------------------
NUMBER OF DTC PARTICIPANT
BENEFICIAL OWNERS SHARES TENDERED VOI TICKET NUMBER* NUMBER
- ---------------------------------------------------- --------------- ------------------- ---------------------
<S> <C> <C> <C>
Beneficial Owner No. 1..............................
--------------- ------------------- ---------------------
Beneficial Owner No. 2..............................
--------------- ------------------- ---------------------
Beneficial Owner No. 3..............................
--------------- ------------------- ---------------------
Beneficial Owner No. 4..............................
--------------- ------------------- ---------------------
Beneficial Owner No. 5..............................
--------------- ------------------- ---------------------
Total.............................................
--------------- ------------------- ---------------------
--------------- ------------------- ---------------------
</TABLE>
BENEFICIAL OWNERS OF 2,500 OR MORE SHARES -- SOLICITATION FEE OF $1.00 PER SHARE
<TABLE>
<CAPTION>
TO BE COMPLETED TO BE COMPLETED ONLY
BY THE SOLICITING DEALER BY DEPOSITARY
------------------------------------ ---------------------
NUMBER OF DTC PARTICIPANT
BENEFICIAL OWNERS SHARES TENDERED VOI TICKET NUMBER* NUMBER
- ---------------------------------------------------- --------------- ------------------- ---------------------
<S> <C> <C> <C>
Beneficial Owner No. 1..............................
--------------- ------------------- ---------------------
Beneficial Owner No. 2..............................
--------------- ------------------- ---------------------
Beneficial Owner No. 3..............................
--------------- ------------------- ---------------------
Beneficial Owner No. 4..............................
--------------- ------------------- ---------------------
Beneficial Owner No. 5..............................
--------------- ------------------- ---------------------
Total.............................................
--------------- ------------------- ---------------------
--------------- ------------------- ---------------------
</TABLE>
- ------------------------
* Complete if Shares delivered by book-entry transfer. Please submit a separate
VOI Ticket for Shares tendered when the solicitation fee is to be directed to
another Soliciting Dealer. At the time of tendering Shares in book-entry form,
please indicate your request for solicitation fees in the comments field.
9
<PAGE>
NOTICE OF SOLICITED TENDERS
List below the number of Shares tendered and/or voted in favor of the
Proposed Amendment by each beneficial owner whose tender you have solicited. All
Shares beneficially owned by a beneficial owner, whether in one account or
several, and in however many capacities, must be aggregated for purposes of
completing the tables below. Any questions as to what constitutes beneficial
ownership should be directed to the Information Agent. If the space below is
inadequate, list the Shares on a separate signed schedule and affix the list to
this Notice of Solicited Tenders. PLEASE DO NOT COMPLETE THE SECTIONS OF THE
TABLE HEADED "TO BE COMPLETED ONLY BY DEPOSITARY."
ALL NOTICES OF SOLICITED TENDERS SHOULD BE RETURNED TO THE DEPOSITARY AT THE
ADDRESS SET FORTH ON THE BACK COVER OF THE OFFER TO PURCHASE WITHIN THREE NEW
YORK STOCK EXCHANGE TRADING DAYS AFTER THE EXPIRATION OF THE OFFER. NOTICES MAY
BE FAXED TO THE DEPOSITARY AT (212) 858-2611; CONFIRMATION TELEPHONE NUMBER
(212) 858-2103. ALL QUESTIONS CONCERNING THE NOTICES OF SOLICITED TENDERS SHOULD
BE DIRECTED TO THE INFORMATION AGENT AT THE TELEPHONE NUMBER SET FORTH ON THE
BACK COVER OF THE OFFER TO PURCHASE.
SOLICITED TENDERS OF 8.20% SHARES
NOT BENEFICIALLY OWNED BY SOLICITING DEALER
(IF DELIVERING THIS NOTICE TO DEPOSITARY, LAST PAGE OF THIS LETTER MUST BE
COMPLETED AND SIGNED.)
BENEFICIAL OWNERS OF LESS THAN 2,500 SHARES -- SOLICITATION FEE OF $1.50 PER
SHARE
<TABLE>
<CAPTION>
TO BE COMPLETED TO BE COMPLETED ONLY
BY THE SOLICITING DEALER BY DEPOSITARY
------------------------------------ ---------------------
NUMBER OF DTC PARTICIPANT
BENEFICIAL OWNERS SHARES TENDERED VOI TICKET NUMBER* NUMBER
- ---------------------------------------------------- --------------- ------------------- ---------------------
<S> <C> <C> <C>
Beneficial Owner No. 1..............................
--------------- ------------------- ---------------------
Beneficial Owner No. 2..............................
--------------- ------------------- ---------------------
Beneficial Owner No. 3..............................
--------------- ------------------- ---------------------
Beneficial Owner No. 4..............................
--------------- ------------------- ---------------------
Beneficial Owner No. 5..............................
--------------- ------------------- ---------------------
Total.............................................
--------------- ------------------- ---------------------
--------------- ------------------- ---------------------
</TABLE>
BENEFICIAL OWNERS OF 2,500 OR MORE SHARES -- SOLICITATION FEE OF $1.00 PER SHARE
<TABLE>
<CAPTION>
TO BE COMPLETED TO BE COMPLETED ONLY
BY THE SOLICITING DEALER BY DEPOSITARY
------------------------------------ ---------------------
NUMBER OF DTC PARTICIPANT
BENEFICIAL OWNERS SHARES TENDERED VOI TICKET NUMBER* NUMBER
- ---------------------------------------------------- --------------- ------------------- ---------------------
<S> <C> <C> <C>
Beneficial Owner No. 1..............................
--------------- ------------------- ---------------------
Beneficial Owner No. 2..............................
--------------- ------------------- ---------------------
Beneficial Owner No. 3..............................
--------------- ------------------- ---------------------
Beneficial Owner No. 4..............................
--------------- ------------------- ---------------------
Beneficial Owner No. 5..............................
--------------- ------------------- ---------------------
Total.............................................
--------------- ------------------- ---------------------
--------------- ------------------- ---------------------
</TABLE>
- ------------------------
* Complete if Shares delivered by book-entry transfer. Please submit a separate
VOI Ticket for Shares tendered when the solicitation fee is to be directed to
another Soliciting Dealer. At the time of tendering Shares in book-entry form,
please indicate your request for solicitation fees in the comments field.
10
<PAGE>
All questions as to the validity, form and eligibility (including time of
receipt) of Notices of Solicited Tenders will be determined by the Depositary,
in its sole discretion, which determination will be final and binding. Neither
the Depositary nor any other person will be under any duty to give notification
of any defects or irregularities in any Notice of Solicited Tenders or incur any
liability for failure to give such notification.
The undersigned hereby confirms that: (i) 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; (ii) it is entitled to such compensation for such solicitation
under the terms and conditions of the Offer; (iii) in soliciting tenders of
Shares, it has used no soliciting materials other than those furnished by
IPALCO; and (iv) if it is a foreign broker or dealer not eligible for membership
in the NASD, it has agreed to conform to the NASD's Rules of Fair Practice in
making solicitations.
<TABLE>
<S> <C>
- ------------------------------------------- -------------------------------------------
Name of Firm Authorized Signature
- ------------------------------------------- -------------------------------------------
Address Name (Please Print)
- ------------------------------------------- -------------------------------------------
City, State, Zip Code Title
- ------------------------------------------- Dated: ----------------------------, 1997
Area Code and Telephone Number
</TABLE>
11
<PAGE>
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
<TABLE>
<CAPTION>
PURCHASE PRICE
TITLE OF SERIES OF PREFERRED STOCK CUSIP NUMBER PER SHARE
- ------------------------------------------------------------- -------------- --------------
<S> <C> <C>
Cumulative Preferred Stock:
-- 4% Series 455434 20 9 $ 71.38
-- 4.20% Series 455434 88 6 $ 77.72
-- 4.60% Series 455434 40 7 $ 85.12
-- 4.80% Series 455434 80 3 $ 88.82
-- 6% Series 455434 30 8 $ 103.00
-- 8.20% Series 455434 60 5 $ 102.00
</TABLE>
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
WEDNESDAY, OCTOBER 8, 1997, UNLESS THE OFFER IS EXTENDED (THE "EXPIRATION
DATE").
August 29, 1997
To Our Clients:
Enclosed for your consideration are the Offer to Purchase and Proxy
Statement, dated August 29, 1997, and a separate Letter of Transmittal and Proxy
for each series of cumulative preferred stock listed above (each a "Series of
Preferred") of Indianapolis Power & Light Company, an Indiana corporation and
direct subsidiary of IPALCO Enterprises, Inc. ("IPL"), of which you own shares.
As to each Series of Preferred, the Offer to Purchase and Proxy Statement,
together with the applicable Letter of Transmittal and Proxy, constitutes the
"Offer" of IPALCO Enterprises, Inc., an Indiana corporation ("IPALCO"), to
purchase any and all shares of the Series of Preferred ("Shares") at the
purchase price per Share listed above (the "Purchase Price"), net to the seller
in cash, upon the terms and subject to the conditions of the Offer. IPALCO will
purchase all Shares validly tendered and not withdrawn, upon the terms and
subject to the conditions of the Offer.
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 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 AUGUST 29,
1997 (THE "RECORD DATE"))WHO WISH TO TENDER THEIR SHARES PURSUANT TO THE OFFER
MUST VOTE IN FAVOR OF THE PROPOSED AMENDMENT (AS DEFINED IN THE OFFER TO
PURCHASE AND PROXY STATEMENT). MOREOVER, THE OFFER IS CONDITIONED UPON, AMONG
OTHER THINGS, THE PROPOSED AMENDMENT BEING APPROVED AND ADOPTED AT THE SPECIAL
MEETING (AS DEFINED IN THE OFFER TO PURCHASE AND PROXY STATEMENT). PREFERRED
SHAREHOLDERS HAVE THE RIGHT TO VOTE ON THE PROPOSED AMENDMENT REGARDLESS OF
WHETHER THEY TENDER THEIR SHARES. SEE "PROPOSED AMENDMENT AND PROXY
SOLICITATION," "TERMS OF THE OFFER -- CERTAIN CONDITIONS OF THE OFFER" AND
"TERMS OF THE OFFER -- EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENTS" IN
THE OFFER TO PURCHASE AND PROXY STATEMENT.
IN ORDER TO VALIDLY TENDER SHARES PURSUANT TO THE OFFER, PREFERRED
SHAREHOLDERS WHO ACQUIRE SHARES DURING THE PERIOD BEGINNING TWO DAYS PRIOR TO
<PAGE>
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" IN THE OFFER TO
PURCHASE AND PROXY STATEMENT.
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.
WE ARE THE HOLDER OF RECORD OF SHARES HELD FOR YOUR ACCOUNT BUT NOT
REGISTERED IN YOUR NAME. A TENDER OR A VOTE OF SUCH SHARES CAN BE MADE ONLY BY
US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. ANY LETTER OF
TRANSMITTAL AND PROXY FOR SHARES FURNISHED TO YOU IS SOLELY FOR YOUR INFORMATION
AND CANNOT BE USED BY YOU TO TENDER OR VOTE SHARES HELD BY US FOR YOUR ACCOUNT.
We request instructions as to whether you wish us to tender and/or vote any
or all of the Shares held by us for your account, upon the terms and subject to
the conditions set forth in the Offer.
PLEASE READ THE FOLLOWING INFORMATION CAREFULLY:
1. The Offer is for any and all Shares outstanding as of August 29, 1997.
The Offer for a Series of Preferred is independent of the Offer for any other
Series of Preferred.
2. The Offer and withdrawal rights will expire at 5:00 p.m., New York City
time, on Wednesday, October 8, 1997, unless the Offer is extended with respect
to a Series of Preferred. Your instructions to us should be forwarded to us in
ample time to permit us to submit a tender and/or vote on your behalf by the
expiration of the Offer or the Special Meeting, as applicable. If you would like
to withdraw your Shares that we have tendered, you can withdraw them so long as
the Offer remains open or at any time after the expiration of forty business
days from the commencement of the Offer if such tendered Shares have not been
accepted for payment.
3. Preferred Shareholders who wish to tender their Shares pursuant to the
Offer must vote in favor of the Proposed Amendment. The Offer is conditioned
upon the Proposed Amendment being approved and adopted at the Special Meeting.
4. Preferred Shareholders have the right to vote on the Proposed Amendment
regardless of whether they tender their Shares.
5. 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. See "Proposed Amendment and Proxy
Solicitation -- Special Cash Payments" in the Offer to Purchase and Proxy
Statement.
2
<PAGE>
6. Any stock transfer taxes applicable to the sale of Shares to IPALCO
pursuant to the Offer will be paid by IPALCO, except as otherwise provided in
Instruction 6 of the Letter of Transmittal and Proxy.
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.
If you wish to have us tender and/or vote any or all of your Shares held by
us for your account upon the terms and subject to the conditions set forth in
the Offer, please so instruct us by completing, executing, detaching and
returning to us the instruction form on the detachable part hereof. An envelope
to return your instructions to us is enclosed. If you authorize tender of your
Shares, all such Shares will be tendered unless otherwise specified on the
detachable part hereof. Your instructions should be forwarded to us in ample
time to permit us to submit a tender and/or vote on your behalf by the
expiration of the Offer or the Special Meeting, as applicable.
The Offer is being made to all holders of Shares. IPALCO is not aware of any
state where the making of the Offer is prohibited by administrative or judicial
action pursuant to a valid state statute. If IPALCO becomes aware of any valid
state statute prohibiting the making of the Offer, IPALCO will make a good faith
effort to comply with such statute. If, after such good faith effort, IPALCO
cannot comply with such statute, the Offer will not be made to, nor will tenders
be accepted from or on behalf of, holders of Shares in such state. In those
jurisdictions where the securities, blue sky or other laws require the Offer to
be made by a licensed broker or dealer, the Offer shall be deemed to be made on
behalf of IPALCO by the Dealer Managers (as defined in the Offer) or one or more
registered brokers or dealers licensed under the laws of such jurisdictions.
3
<PAGE>
INSTRUCTIONS
WITH RESPECT TO OFFER TO PURCHASE BY IPALCO ENTERPRISES, INC.
FOR CASH ANY AND ALL OUTSTANDING SHARES OF
THE PREFERRED STOCK OF,
AND PROXY SOLICITATION BY,
INDIANAPOLIS POWER & LIGHT COMPANY
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase and Proxy Statement, dated August 29, 1997, and a separate Letter of
Transmittal and Proxy for each series of preferred stock of Indianapolis Power &
Light Company ("IPL") listed on the front cover of the Offer to Purchase and
Proxy Statement (each a "Series of Preferred") in which the undersigned owns
shares (as to each Series of Preferred, the Offer to Purchase and Proxy
Statement, together with the applicable Letter of Transmittal and Proxy,
constitutes the "Offer") in connection with the invitation of IPALCO
Enterprises, Inc. ("IPALCO") to the holders of each Series of Preferred to
tender any and all of their shares of a Series of Preferred ("Shares") for
purchase at the purchase price per Share listed on the front cover of the Offer
to Purchase and Proxy Statement (the "Purchase Price"), net to the seller in
cash, upon the terms and subject to the conditions of the Offer, and in
connection with the proxy solicitation being conducted by the Board of Directors
of IPL.
This will instruct you to tender to IPALCO the number of Shares indicated
below (or, if no number is indicated below, all Shares) which are held by you
for the account of the undersigned, upon the terms and subject to the conditions
of the Offer.
<TABLE>
<CAPTION>
SERIES OF PREFERRED NUMBER OF SHARES TO BE TENDERED*
- ------------------------------------------------------ ------------------------------------------------------
<S> <C>
- ------------------------------------------------------ ------------------------------------------------------
- ------------------------------------------------------ ------------------------------------------------------
- ------------------------------------------------------ ------------------------------------------------------
- ------------------------------------------------------ ------------------------------------------------------
- ------------------------------------------------------ ------------------------------------------------------
- ------------------------------------------------------ ------------------------------------------------------
</TABLE>
You are further instructed to vote as designated hereunder in respect of the
Proposed Amendment all Shares which the undersigned is entitled to vote at the
Special Meeting:**
/ / FOR / / AGAINST / / ABSTAIN
SIGN HERE
<TABLE>
<S> <C>
Signature(s): -------------------------------------------------------------------------------
Name(s):
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(Please Print)
Address:
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(Include Zip Code)
</TABLE>
Dated:
- ------------------------, 1997
Social Security or Taxpayer Identification No.:
- ---------------------------------
- ------------------------
* By executing and returning these Instructions, unless otherwise
indicated, it will be assumed that all Shares held by us for your account are to
be tendered.
** By executing and returning these Instructions, unless otherwise
indicated, it will be assumed that all Shares held by us for your account are to
be voted FOR the Proposed Amendment.
4
<PAGE>
[Indianapolis Power & Light Company Letterhead]
August 29, 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 August 29, 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
August 29, 1997 (the "Record Date") and up to and including October 8, 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
<PAGE>
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.
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 $102.00 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
Wednesday, October 8, 1997 at 4:00 o'clock P.M. (Eastern Standard Time).
If you have questions or need assistance regarding how to tender and/or vote
shares, the proposed amendment, the Special Meeting or IPALCO's offer, please
call IPL, Shareholder Services, at (312) 261-8394 or 1-800-877-0153.
Thank you for your continued interest in IPL.
Sincerely,
/s/ JOHN R. HODOWAL
--------------------------------------
John R. Hodowal
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
<PAGE>
SUMMARY ADVERTISEMENT
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell these securities. The Offer is made only by the Offer to
Purchase and Proxy Statement, dated August 29, 1997, and the related Letter
of Transmittal and Proxy and is not being made to (nor will tenders be
accepted from) holders of Shares in any jurisdiction in which the Offer or
the acceptance thereof would not be in compliance with the securities laws of
such jurisdiction. In those jurisdictions where securities laws require the
Offer to be made by a licensed broker or dealer, the Offer shall be deemed to
be made on behalf of the Offeror by SBC Warburg Dillon Read Inc. and Merrill
Lynch & Co. or one or more registered brokers or dealers licensed under the
laws of such jurisdiction.
IPALCO Enterprises, Inc.
Notice of 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 $71.38 Per Share
39,000 Shares, Cumulative Preferred Stock, 4.20% Series at a
Purchase Price of $77.72 Per Share
30,000 Shares, Cumulative Preferred Stock, 4.60% Series at a
Purchase Price of $85.12 Per Share
50,000 Shares, Cumulative Preferred Stock, 4.80% Series at a
Purchase Price of $88.82 Per Share
100,000 Shares, Cumulative Preferred Stock, 6% Series at a
Purchase Price of $103.00 Per Share
199,985 Shares, Cumulative Preferred Stock, 8.20% Series at a
Purchase Price of $102.00 Per Share
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, net to the seller in cash, upon the terms and
<PAGE>
subject to the conditions set forth in the Offer to Purchase and Proxy
Statement, dated August 29, 1997, and in the related Letter of Transmittal
and Proxy (which together constitutes the "Offer"). IPALCO will purchase all
Shares validly tendered and not 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; Amendment." in the Offer to Purchase and Proxy Statement.
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 AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON WEDNESDAY, OCTOBER 8, 1997, UNLESS THE OFFER IS EXTENDED (THE
"EXPIRATION DATE").
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 AUGUST 29, 1997 (THE "RECORD DATE"))WHO WISH TO TENDER THEIR SHARES
PURSUANT TO THE OFFER MUST VOTE IN FAVOR OF THE PROPOSED AMENDMENT (AS
DEFINED BELOW). MOREOVER, THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS,
THE PROPOSED AMENDMENT BEING APPROVED AND ADOPTED AT THE SPECIAL MEETING (AS
DEFINED BELOW). PREFERRED SHAREHOLDERS HAVE THE RIGHT TO VOTE ON THE
PROPOSED AMENDMENT REGARDLESS OF WHETHER THEY TENDER THEIR SHARES. SEE
"TERMS OF THE OFFER -- CERTAIN CONDITIONS OF THE OFFER" IN THE OFFER TO
PURCHASE AND PROXY STATEMENT.
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 Wednesday, October 8, 1997, at 4:00 p.m.
(Eastern Standard Time), 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 IPL's Articles which would remove a
provision of the Articles that limits IPL's ability to issue unsecured debt.
The Board of Directors of IPL recommends voting FOR the Proposed Amendment.
Preferred Shareholders who wish to tender their Shares pursuant to the Offer
must vote in favor of the Proposed Amendment. Moreover, 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.
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.
2
<PAGE>
Those Preferred Shareholders who validly tender their Shares will be entitled
only to the purchase price per Share listed above.
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.
Any Preferred Shareholder desiring to accept the Offer and tender all or
any portion of his or her Shares should 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, 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 tender such Shares pursuant to the
procedure for book-entry transfer set forth in the Offer to Purchase and
Proxy Statement under "Terms of the Offer -- Procedure for Tendering Shares"
prior to the Expiration Date (set forth above). 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 in the Offer to Purchase and Proxy Statement under "Terms of the Offer
- -- Procedure for Tendering Shares." IPALCO will pay to each soliciting
dealer a solicitation fee 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. See "Fees and Expenses Associated With
the Offer" in the Offer to Purchase and Proxy Statement.
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.
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.
3
<PAGE>
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.
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 Tuesday, October 28, 1997, unless
theretofore accepted for payment as provided in the Offer to Purchase and
Proxy Statement.
The Offer to Purchase and Proxy Statement was mailed to Preferred
Shareholders on or about August 29, 1997.
The Offer to Purchase and Proxy Statement and Letter of Transmittal and
Proxy contain important information which should be read before any decision
is made with respect to the Offer. The information in the Offer to Purchase
and Proxy Statement and Letter of Transmittal and Proxy is incorporated
herein by reference.
Questions or requests for assistance or for copies of the 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. or SBC Warburg Dillon Read Inc. and
Merrill Lynch & Co. at their respective addresses and telephone numbers set
forth below.
The Information Agent for the Offer is:
D. F. KING & CO., INC.
77 Water Street
New York, New York 10005
Call Toll Free: (800) 859-8508
The Dealer Managers for the Offer are:
SBC WARBURG DILLON READ INC. MERRILL LYNCH & CO.
535 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))
September 2, 1997
4
<PAGE>
PRESS RELEASE
Media Contact: Marni Lemons (317) 261-8219;
[email protected] (e-mail address)
Investor Contact: Jennifer Kent Zimmer (212) 332-2485;
[email protected] (e-mail address)
FOR IMMEDIATE RELEASE - AUGUST 29, 1997
IPALCO ANNOUNCES TENDER OFFER FOR IPL CUMULATIVE PREFERRED STOCK;
IPL SEEKS ARTICLES AMENDMENT
INDIANAPOLIS - IPALCO Enterprises, Inc. (NYSE: IPL) ("IPALCO") announced
today that it will offer to purchase for cash any and all outstanding shares
of the following series of the cumulative preferred stock (each a "Series of
Preferred," and the holder thereof a "Preferred Shareholder") of Indianapolis
Power & Light Company ("IPL"), a direct subsidiary of IPALCO, at the
applicable purchase price per share indicated:
Title Purchase Price Per Share
----- -------------------------
Cumulative Preferred Stock
- 4% Series $71.38
- 4.20% Series $77.72
- 4.60% Series $85.12
- 4.80% Series $88.82
- 6% Series $103.00
- 8.20% Series $102.00
The tender offer will commence on Friday, August 29, 1997 and is
scheduled to expire at 5:00 p.m., New York City time, on Wednesday, October
8, 1997, unless extended.
Concurrently with the offer, the board of directors of IPL is soliciting
proxies for use at a special meeting of shareholders of IPL to be held on
Wednesday, October 8, 1997 (the "Special Meeting"). The Special Meeting is
being held to consider an amendment to IPL's Amended Articles of
Incorporation (the "Articles") which would remove a provision of the Articles
that limits IPL's ability to issue unsecured debt, including short-term debt
(the "Proposed Amendment").
Preferred Shareholders are required to vote in favor of the Proposed
Amendment in order to tender their shares of the Series of Preferred (the
"Shares"). In order to enable transferees of the Shares after August 29, 1997
(the "Record Date") to vote in favor of the Proposed Amendment, and thereby
validly tender their Shares pursuant to IPALCO's tender offer, the Shares
will trade "with proxy" in the over-the-counter market beginning two days
prior to the Record Date and ending with the expiration of the tender offer.
Settlement of all trades of the Shares during this period should include an
assignment of proxy from the seller. Purchasers of the Shares during that
time period must obtain an assignment of proxy from the seller of such Shares
in order to participate in the tender offer.
<PAGE>
IPALCO's tender offer is conditioned upon, among other things, the
Proposed Amendment being 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 of the Series of Preferred.
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 tender offer. Those Preferred
Shareholders who validly tender their Shares will be entitled only to the
purchase price per Share listed above.
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 tender 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 the terms of IPL's Articles and the
8.20% Series' authorizing resolutions.
The Dealer Managers for the tender offer are Dillon, Read & Co. Inc.
((212) 906-7931) and Merrill Lynch & Co. (1-888-654-8637), and the Information
Agent is D. F. King & Co., Inc. (1-800-859-8508).
Indianapolis Power & Light Company is a subsidiary of IPALCO
Enterprises, Inc., a multi-state energy company providing a variety of energy
products and services. IPL provides retail electric service to approximately
415,000 residential, commercial and industrial customers in Indianapolis and
portions of other Central Indiana counties.
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