SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
(Amendment No. ___)
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)
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information
statement subject to Regulation 14A [17 CFR 240.14a-1 to
240.14b-1], Regulation 14C [17 CFR 240.14c-1 to 240.14c-101] or
Rule 13e-3 (c) [Sec. 240.13e-3(c)] under the Securities Exchange
Act of 1934.
b. [ ] The filing of a registration statement under the Securities
Act of 1933.
c. [X] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [X]
Calculation of Filing Fee
Transaction Valuation* Amount of Filing Fee
$47,082,160.00 $9,416.43
* 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 reference in Item 17(d)(1) herein. The
purchase price per share for the outstanding shares will be based on a formula
utilizing the 30-year Treasury Bond rate at the commencement of the Offer. The
above transaction value is based on the formula utilizing the 30-year Treasury
Bond rate as of July 28, 1997. Any adjustments to the filing fee will be made
upon filing an Amendment to this Schedule 13E-3 upon commencement of the Offer.
[ ] 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: _________________________
Form or Registration No.:________________________
Filing Party: ________________________
Date Filed: ____________________
<PAGE>
This Rule 13e-3 Transaction Statement (the "Statement") relates to the
offer by IPALCO Enterprises, Inc., an Indiana corporation ("IPALCO"), pursuant
to its Offer to Purchase and Proxy Statement, dated ___________, 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 $______ per share,
net to the seller in cash;
4.20% Series of Preferred, at a purchase price of $______ per share,
net to the seller in cash;
4.60% Series of Preferred, at a purchase price of $______ per share,
net to the seller in cash;
4.80% Series of Preferred, at a purchase price of $______ per share,
net to the seller in cash;
6% Series of Preferred, at a purchase price of $______ per share,
net to the seller in cash; and
8.20% Series of Preferred, at a purchase price of $_______ per share,
net to the seller in cash.
There is a separate Letter of Transmittal and Proxy with respect to
each Series of Preferred.
The cross reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location of the information
required to be included in response to the items of this Statement in the Issuer
Tender Offer Statement on Schedule 13E-4 (the "Schedule 13E-4") filed by IPALCO
with the Securities and Exchange Commission (the "Commission") on the date
hereof. The information set forth in the Schedule 13E-4 is expressly
incorporated herein by reference and responses to each item herein are qualified
in their entirety by the corresponding responses in the Schedule 13E-4.
Location in Item in Schedule 13E-3 Schedule 13E-4
Item l(a)...........................................................Item l(a)
Item l(b)...........................................................Item l(b)
Item l(c)...........................................................Item l(c)
Item l(d)...................................................................*
Item l(e)...................................................................*
Item l(f)...................................................................*
Item 2(a)...................................................................*
Item 2(b)...................................................................*
Item 2(c)...................................................................*
Item 2(d)...................................................................*
Item 2(e)...................................................................*
Item 2(f).................................................................. *
Item 2(g)...................................................................*
<PAGE>
Item 3(a)(1)............................................................... *
Item 3(a)(2).................................................................*
Item 3(b)....................................................................*
Item 4(a)....................................................................*
Item 4(b)....................................................................*
Item 5(a)............................................................Item 3(b)
Item 5(b)............................................................Item 3(c)
Item 5(c)............................................................Item 3(d)
Item 5(d)............................................................Item 3(e)
Item 5(e)............................................................Item 3(f)
Item 5(f)............................................................Item 3(i)
Item 5(g)............................................................Item 3(j)
Item 6(a)............................................................Item 2(a)
Item 6(b)....................................................................*
Item 6(c)............................................................Item 2(b)
Item 6(d)....................................................................*
Item 7(a)...............................................................Item 3
Item 7(b)....................................................................*
Item 7(c)................................................................... *
Item 7(d)....................................................................*
Item 8(a)....................................................................*
Item 8(b)................................................................... *
Item 8(c)....................................................................*
Item 8(d)....................................................................*
Item 8(e)....................................................................*
Item 8(f).................................................................. *
Item 9(a).................................................................. *
Item 9(b).................................................................. *
Item 9(c).................................................................. *
Item 10(a)................................................................. *
Item 10(b)................................................................. *
Item 11............................................................... Item 5
Item 12(a)................................................................. *
Item 12(b)................................................................. *
Item 13(a)................................................................. *
Item 13(b)................................................................. *
Item 13(c)................................................................. *
Item 14(a)......................................................... Item 7(a)
Item 14(b)......................................................... Item 7(b)
Item 15(a)................................................................. *
Item 15(b)............................................................ Item 6
Item 16............................................................ Item 8(e)
Item 17(a)......................................................... Item 9(b)
<PAGE>
Item 17(b)................................................................ *
Item 17(c)........................................................ Item 9(c)
Item 17(d)........................................................ Item 9(a)
Item 17(e)................................................................ *
Item 17(f)........................................................ Item 9(f)
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* The Item is located in the Schedule 13E-3 only.
Item 1. Issuer and Class of Security Subject to the Transaction.
(a) The name of the Issuer is Indianapolis Power & Light Company ("IPL"), an
Indiana corporation that has its principal executive offices at One Monument
Circle, Indianapolis, Indiana 46204.
(b) The information appearing on the front cover of the Offer to Purchase and
Proxy Statement, filed as Exhibit 99.(a)(1) to the Schedule 13E-4 (the "Offer to
Purchase and Proxy Statement"), and the information appearing under the captions
"Terms of the Offer -- Number of Shares; Purchase Prices; Expiration Date;
Dividends," "Price Range of Shares; Dividends" and "Transactions and Agreements
Concerning the Shares" in the Offer to Purchase and Proxy Statement is
incorporated herein by reference pursuant to General Instruction D to Schedule
13E-3.
(c)-(d) The information appearing under the caption "Price Range of Shares;
Dividends" in the Offer to Purchase and Proxy Statement is incorporated herein
by reference pursuant to General Instruction D to Schedule 13E-3.
(e) Not applicable.
(f) Not applicable.
Item 2. Identity and Background.
(a)-(d), (g) The person filing this statement is IPALCO Enterprises, Inc.
("IPALCO"), an Indiana corporation that has its principal executive offices at
One Monument Circle, Indianapolis, Indiana 46204. IPALCO owns all of the
outstanding common stock of IPL. Certain information relating to IPALCO's
directors and executive officers set forth in (i) IPALCO's Annual Report on Form
10-K for the year ended December 31, 1996 and (ii) IPALCO's Definitive Proxy
Statement on Schedule 14A, dated April 15, 1997, referenced hereto as Exhibits
(g)(5) and (g)(6), respectively, is incorporated herein by reference pursuant to
General Instruction D to Schedule 13E-3.
(e) During the last five years, no executive officer or director of IPALCO or
IPL or any person controlling IPALCO or IPL has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
<PAGE>
(f) During the last five years, no executive officer or director of IPALCO
or IPL or any person controlling IPALCO or IPL was a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining further violations of, or
prohibiting activities, subject to, federal or state securities laws or
finding any violation of such laws.
Item 3. Past Contracts, Transactions or Negotiations.
(a) Not applicable.
(b) Not applicable.
Item 4. Terms of the Transaction.
(a) The information appearing under the captions "Introduction," "Special
Factors -- Purpose of the Offer; Certain Effects of the Offer; Plans of IPALCO
and IPL After the Offer," and "Terms of the Offer" in the Offer to Purchase and
Proxy Statement is incorporated herein by reference pursuant to General
Instruction D to Schedule 13E-3.
(b) Not applicable.
Item 5. Plans or Proposals of the Issuer or Affiliate.
(a)-(g) The information appearing under the caption "Special Factors -- Purpose
of the Offer; Certain Effects of the Offer; Plans of IPALCO and IPL After the
Offer" in the Offer to Purchase and Proxy Statement is incorporated herein by
reference pursuant to General Instruction D to Schedule 13E-3.
Item 6. Source and Amounts of Funds or Other Consideration.
(a) The information appearing under the caption "Source and Amount of Funds" in
the Offer to Purchase and Proxy Statement is incorporated herein by reference
pursuant to General Instruction D to Schedule 13E-3.
(b) The information appearing under the caption "Fees and Expenses Associated
with the Offer" in the Offer to Purchase and Proxy Statement is incorporated
herein by reference pursuant to General Instruction D to Schedule 13E-3.
(c) The information appearing under the caption "Source and Amount of Funds" in
the Offer to Purchase and Proxy Statement is incorporated herein by reference
pursuant to General Instruction D to Schedule 13E-3.
<PAGE>
(d) The information appearing under the caption "Source and Amount of Funds" in
the Offer to Purchase and Proxy Statement is incorporated herein by reference
pursuant to General Instruction D to Schedule 13E-3.
Item 7. Purpose(s), Alternatives, Reasons and Effects.
(a) The information appearing under the caption "Special Factors -- Purpose of
the Offer; Certain Effects of the Offer; Plans of IPALCO and IPL After the
Offer" in the Offer to Purchase and Proxy Statement is incorporated herein by
reference pursuant to General Instruction D to Schedule 13E-3.
(b) Not applicable.
(c) 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 is incorporated
herein by reference pursuant to General Instruction D to Schedule 13E-3.
(d) 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," "Price Range of Shares; Dividends," "Certain Federal Income Tax
Consequences" and "Source and Amount of Funds" in the Offer to Purchase and
Proxy Statement is incorporated herein by reference pursuant to General
Instruction D to Schedule 13E-3.
Item 8. Fairness of the Transaction.
(a)-(b) The information appearing under the caption "Special Factors -- Purpose
of the Offer; Certain Effects of the Offer; Plans of IPALCO and IPL After the
Offer" in the Offer to Purchase and Proxy Statement is incorporated herein by
reference pursuant to General Instruction D to Schedule 13E-3.
(c) The information appearing under the caption "Special Factors -- Certain
Legal Matters; Regulatory Approvals; No Dissenters' Rights" in the Offer to
Purchase and Proxy Statement is incorporated herein by reference pursuant to
General Instruction D to Schedule 13E-3.
(d)-(e) The information appearing under the caption "Special Factors -- Purpose
of the Offer; Certain Effects of the Offer; Plans of IPALCO and IPL After the
Offer" in the Offer to Purchase and Proxy Statement is incorporated herein by
reference pursuant to General Instruction D to Schedule 13E-3.
(f) Not applicable.
Item 9. Reports, Opinions, Appraisals and Certain Negotiations.
(a) The information appearing under the caption "Special Factors -- Purpose of
the Offer; Certain Effects of the Offer; Plans of IPALCO and IPL After the
Offer" in the Offer to Purchase and Proxy Statement is incorporated herein by
reference pursuant to General Instruction D to Schedule 13E-3.
<PAGE>
(b) Not applicable.
(c) Not applicable.
Item 10. Interest in Securities of the Issuer.
(a)-(b) The information appearing under the caption "Transactions and Agreements
Concerning the Shares" in the Offer to Purchase and Proxy Statement is
incorporated herein by reference pursuant to General Instruction D to Schedule
13E-3.
Item 11. Contracts, Arrangements or Understandings with Respect to the Issuer's
Securities.
The information appearing under the caption "Transactions and
Agreements Concerning the Shares" in the Offer to Purchase and Proxy Statement
is incorporated herein by reference pursuant to General Instruction D to
Schedule 13E-3.
Item 12. Present Intention and Recommendation of Certain Persons with Regard to
the Transaction.
(a) The information appearing under the caption "Transactions and Agreements
Concerning the Shares" in the Offer to Purchase and Proxy Statement is
incorporated herein by reference pursuant to General Instruction D to Schedule
13E-3.
(b) Neither IPALCO nor IPL nor any of their respective directors or executive
officers has made any recommendation in support of or opposed to the Rule 13e-3
transaction.
Item 13. Other Provisions of the Transaction.
(a) The information appearing under the captions "Special Factors -- "Certain
Legal Matters; Regulatory Approvals; No Dissenters' Rights" and "Proposed
Amendment and Proxy Solicitation -- Voting Securities, Rights and Procedures" in
the Offer to Purchase and Proxy Statement is incorporated herein by reference
pursuant to General Instruction D to Section 13E-3.
(b) Not applicable.
(c) Not applicable.
Item 14. Financial Information.
<PAGE>
(a) The information appearing (i) under the caption "Summary of Consolidated
Financial Information" in the Offer to Purchase and Proxy Statement and (ii) in
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 (to be filed by IPL by August 14, 1997)
and June 30, 1996 of IPL referenced hereto as Exhibits (g)(2), (g)(3) and g(4),
respectively, is incorporated herein by reference pursuant to General
Instruction D to Schedule 13E-3.
(b) Not applicable.
Item 15. Persons and Assets Employed, Retained or Utilized.
(a) The officers and employees of IPL will perform tasks which would be expected
to arise in connection with the transaction.
(b) The information appearing under the caption "Fees and Expenses Associated
with the Offer" in the Offer to Purchase and Proxy Statement is incorporated
herein by reference pursuant to General Instruction D to Schedule 13E-3.
Item 16. Additional Information.
Reference is hereby made to the Offer to Purchase and Proxy Statement
and Letter of Transmittal and Proxy, which are referenced hereto as Exhibits
(d)(l) and (d)(2), respectively, and incorporated in their entirety herein by
reference pursuant to General Instruction D to Schedule 13E-3.
Item 17. Material to be Filed as Exhibits.
(a) 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.
(b) Not applicable.
(c) Not applicable.
(d)(1) Offer to Purchase and Proxy Statement, dated __________, 1997,
incorporated by reference to Exhibit 99(a)(1) to Schedule 13E-4.
(d)(2) Letter of Transmittal and Proxy, incorporated by reference to Exhibit
99(a)(2) to Schedule 13E-4.
(d)(3) Notice of Guaranteed Delivery and Proxy, incorporated by reference to
Exhibit 99(a)(3) to Schedule 13E-4.
<PAGE>
(d)(4) Notice of Special Meeting of Shareholders, incorporated by reference to
Exhibit 99(a)(4) to Schedule 13E-4.
(d)(5) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees, incorporated by reference to Exhibit 99(a)(5) to Schedule 13E-4. *
(d)(6) Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees, incorporated by reference to Exhibit 99(a)(6) to
Schedule 13E-4. *
(d)(7) Letter to Shareholders, dated ____________, 1997, incorporated by
reference to Exhibit 99(a)(7) to Schedule 13E-4.
(d)(8) Summary Advertisement, dated ___________, 1997, incorporated by reference
to Exhibit 99(a)(8) to Schedule 13E-4. *
(d)(9) Press Release, dated __________, 1997, incorporated by reference to
Exhibit 99(a)(9) to Schedule 13E-4. *
(e) Not applicable.
(f) Not applicable.
(g)(l) Issuer Tender Offer Statement of IPL on Schedule 13E-4, dated August 1,
1997, incorporated by reference thereto.
(g)(2) 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.
(g)(3) Quarterly Report on Form 10-Q for the six month period ended June 30,
1997, to be filed by IPL by August 14, 1997, incorporated by reference to SEC
File No. 001-03132.
(g)(4) 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.
(g)(5) Annual Report on Form 10-K for the year ended December 31, 1996, filed by
IPALCO, incorporated by reference to SEC File No. 001-08644.
(g)(6) Definitive Proxy Statement of IPALCO on Schedule 14A, dated April 15,
1997, incorporated by reference to SEC File No. 001-08644.
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* To be filed by amendment to Schedule 13E-4.
<PAGE>
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 1, 1997 IPALCO ENTERPRISES, INC.
By: /s/ Bryan G. Tabler
------------------------------
Bryan G. Tabler, Vice President,
Secretary and General Counsel
