FORM 10-Q
SECURlTlES AND EXCHANGE COMMlSSlON
WASHINGTON, D. C. 20549
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended
March 31, 1999 Commission File Number 1-3132-2
INDIANAPOLIS POWER & LIGHT COMPANY
(Exact name of Registrant as specified in its charter)
Indiana 35-0413620
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
One Monument Circle
Indianapolis, Indiana 46204
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 317-261-8261
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to the
filing requirements for at least the past 90 days. Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class Outstanding At March 31, 1999
----- -----------------------------
Common (Without Par Value) 17,206,630 Shares
INDIANAPOLIS POWER & LIGHT COMPANY
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INDEX
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Page No.
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PART I. FINANCIAL INFORMATION
- ------- ---------------------
Statements of Income -
Three Months Ended March 31, 1999 and 1998 2
Balance Sheets - March 31, 1999 and
December 31, 1998 3
Statements of Cash Flows -
Three Months Ended March 31, 1999 and 1998 4
Notes to Financial Statements 5
Management's Discussion and Analysis of
Financial Condition and Results of Operations 6-13
PART II. OTHER INFORMATION 14-16
- -------- -----------------
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
<CAPTION>
INDIANAPOLIS POWER & LIGHT COMPANY
Statements of Income
(In Thousands)
(Unaudited)
Three Months Ended
March 31
1999 1998
-------------- ---------------
OPERATING REVENUES:
<S> <C> <C>
Electric $ 189,612 $ 178,909
Steam 11,219 11,412
-------------- ---------------
Total operating revenues 200,831 190,321
-------------- ---------------
OPERATING EXPENSES:
Operation:
Fuel 45,914 41,040
Other 30,758 34,921
Power purchased 661 1,007
Purchased steam 1,695 1,890
Maintenance 22,980 19,740
Depreciation and amortization 26,579 25,285
Taxes other than income taxes 8,936 8,822
Income taxes - net 20,057 17,474
-------------- ---------------
Total operating expenses 157,580 150,179
-------------- ---------------
OPERATING INCOME 43,251 40,142
-------------- ---------------
OTHER INCOME AND (DEDUCTIONS):
Allowance for equity funds used during construction 351 265
Other - net 163 (540)
Income taxes - net (47) 294
-------------- ---------------
Total other income - net 467 19
-------------- ---------------
INCOME BEFORE INTEREST CHARGES 43,718 40,161
-------------- ---------------
INTEREST CHARGES:
Interest 10,119 10,160
Allowance for borrowed funds used during construction (221) (204)
-------------- ---------------
Total interest charges 9,898 9,956
-------------- ---------------
NET INCOME 33,820 30,205
-------------- ---------------
PREFERRED DIVIDEND REQUIREMENTS 803 709
-------------- ---------------
INCOME APPLICABLE TO COMMON STOCK $ 33,017 $ 29,496
============== ===============
See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
INDIANAPOLIS POWER & LIGHT COMPANY
Balance Sheets
(In Thousands)
(Unaudited)
March 31 December 31
1999 1998
--------------- ---------------
ASSETS
------
UTILITY PLANT:
<S> <C> <C>
Utility plant in service $ 2,863,579 $ 2,859,899
Less accumulated depreciation 1,227,301 1,202,356
--------------- ---------------
Utility plant in service - net 1,636,278 1,657,543
Construction work in progress 91,884 80,198
Property held for future use 10,718 10,719
--------------- ---------------
Utility plant - net 1,738,880 1,748,460
--------------- ---------------
OTHER PROPERTY -
At cost, less accumulated depreciation 5,920 5,790
--------------- ---------------
CURRENT ASSETS:
Cash and cash equivalents 8,155 4,250
Accounts receivable and unbilled revenue (less allowance
for doubtful accounts 1999, $1,283 and 1998, $996) 36,465 36,692
Fuel - at average cost 38,599 38,968
Materials and supplies - at average cost 46,910 48,163
Tax refund receivable 39 7,643
Prepayments and other current assets 2,622 3,634
--------------- ---------------
Total current assets 132,790 139,350
--------------- ---------------
DEFERRED DEBITS:
Regulatory assets 115,514 116,801
Miscellaneous 12,691 12,665
--------------- ---------------
Total deferred debits 128,205 129,466
--------------- ---------------
TOTAL $ 2,005,795 $ 2,023,066
=============== ===============
CAPITALIZATION AND LIABILITIES
------------------------------
CAPITALIZATION:
Common shareholder's equity:
Common stock $ 324,537 $ 324,537
Premium and net gain on preferred stock 2,642 2,642
Retained earnings 425,906 440,747
--------------- ---------------
Total common shareholder's equity 753,085 767,926
Cumulative preferred stock 59,135 59,135
Long-term debt (less current maturities
and sinking fund requirements) 627,893 627,893
--------------- ---------------
Total capitalization 1,440,113 1,454,954
--------------- ---------------
CURRENT LIABILITIES:
Notes payable - banks and commercial paper 5,600 19,200
Accounts payable and accrued expenses 55,403 64,461
Dividends payable 13,666 13,158
Taxes accrued 43,416 18,283
Interest accrued 9,691 13,326
Other current liabilities 13,691 13,731
--------------- ---------------
Total current liabilities 141,467 142,159
--------------- ---------------
DEFERRED CREDITS AND OTHER LONG-TERM LIABILITIES:
Accumulated deferred income taxes - net 331,303 328,417
Unamortized investment tax credit 41,301 41,993
Accrued postretirement benefits 9,024 10,768
Accrued pension benefits 39,267 39,953
Miscellaneous 3,320 4,822
--------------- ---------------
Total deferred credits and other long-term liabilities 424,215 425,953
--------------- ---------------
COMMITMENTS AND CONTINGENCIES
TOTAL $ 2,005,795 $ 2,023,066
=============== ===============
See notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
INDIANAPOLIS POWER & LIGHT COMPANY
Statements of Cash Flows
(In Thousands)
(Unaudited)
Three Months Ended
March 31
1999 1998
-------------- --------------
CASH FLOWS FROM OPERATIONS:
<S> <C> <C>
Net income $ 33,820 $ 30,205
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 26,229 24,940
Amortization of regulatory assets 2,580 2,591
Deferred income taxes and investment tax credit adjustments - net 692 58
Allowance for funds used during construction (572) (469)
Change in certain assets and liabilities:
Accounts receivable 227 8,972
Fuel, materials and supplies 1,622 1,390
Accounts payable (9,050) (12,676)
Taxes accrued 25,132 22,315
Accrued pension benefits (686) 466
Other - net 1,819 2,771
-------------- --------------
Net cash provided by operating activities 81,813 80,563
-------------- --------------
CASH FLOWS FROM INVESTING:
Construction expenditures (15,319) (13,297)
Other (837) (4,998)
-------------- --------------
Net cash used in investing activities (16,156) (18,295)
-------------- --------------
CASH FLOWS FROM FINANCING:
Short-term debt - net (13,600) (23,700)
Issuance of preferred stock - 50,000
Dividends paid (48,152) (54,880)
-------------- --------------
Net cash used in financing activities (61,752) (28,580)
-------------- --------------
Net increase in cash and cash equivalents 3,905 33,688
Cash and cash equivalents at beginning of period 4,250 4,950
-------------- --------------
Cash and cash equivalents at end of period $ 8,155 $ 38,638
============== ==============
- ----------------------------------------------------------------------------------------------------------
Supplemental disclosures of cash flow information:
Cash paid (received) during the period for:
Interest (net of amount capitalized) $ 13,215 $ 13,345
============== ==============
Income taxes $ (6,857) $ (2,374)
============== ==============
See notes to financial statements.
</TABLE>
<PAGE>
INDIANAPOLIS POWER & LIGHT COMPANY
----------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
1. GENERAL
Indianapolis Power & Light Company is a subsidiary of IPALCO
Enterprises, Inc. The preparation of financial statements in conformity
with generally accepted accounting principles requires that management
make certain estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements. The reported
amounts of revenues and expenses during the reporting period may also be
affected by the estimates and assumptions management is required to
make. Actual results may differ from those estimates.
In the opinion of management these statements reflect all adjustments,
consisting of only normal recurring accruals, which are necessary to a
fair statement of the results for the interim periods covered by such
statements. Due to the seasonal nature of the electric utility business,
the annual results are not generated evenly by quarter during the year.
Certain amounts from prior year financial statements have been
reclassified to conform to the current year presentation. These
financial statements and notes should be read in conjunction with the
audited financial statements included in IPL's 1998 Annual Report on
Form 10-K.
2. SEGMENT REPORTING
IPL has two business segments (electric and "all other"). Pretax
operating income for the electric segment was $60.8 million and $54.6
million and for the "all other" segment was $2.5 million, and $3.0
million for the first quarter ended March 31, 1999, and 1998,
respectively. Steam operations of IPL are included in the caption UTILITY
OPERATING INCOME. The cost of property and plant, excluding construction
in progress and property held for future use, is as follows:
March 31
1999 1998
- ------------------------------------------------------------------------------
(In Thousands)
Electric plant in service................ $ 2,756,094 $ 2,707,869
All other................................ 107,485 102,682
------------ ------------
Subtotal.......................... $ 2,863,579 $ 2,810,551
=========== ===========
3. NEW ACCOUNTING STANDARD
Statement of Financial Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities," was issued in June 1998 and is
effective for all fiscal quarters of all fiscal years beginning after
June 15, 1999. This statement establishes accounting and reporting
standards for derivative instruments and for hedging activities. It
requires that an entity recognizes all derivatives as either assets or
liabilities in the statement of financial condition and measures those
instruments at fair value. If certain conditions are met, a derivative
may be specifically designated as a fair value hedge, a cash flow hedge,
or a hedge of a foreign currency exposure. The accounting for changes in
the fair value of a derivative (that is, gains and losses) depends of
the intended use of the derivative and the resulting designation.
Management has not yet quantified the effect of the new standard on the
financial statements.
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
In connection with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 (the Reform Act), IPL is hereby filing cautionary
statements identifying important factors that could cause IPL's actual results
to differ materially from those projected in forward-looking statements of IPL.
This Form 10-Q, and particularly Management's Discussion and Analysis, contains
forward-looking statements. The Reform Act defines forward-looking statements as
statements that express an expectation or belief and contain a projection, plan
or assumption with regard to, among other things, future revenues, income,
earnings per share or capital structure. Such statements of future events or
performance are not guarantees of future performance and involve estimates,
assumptions, and uncertainties and are qualified in their entirety by reference
to, and are accompanied by, the following important factors that could cause
IPL's actual results to differ materially from those contained in
forward-looking statements made by or on behalf of IPL. The words "anticipate,"
"believe," "estimate," "expect," "forecast," "project," "objective," and similar
expressions are intended to identify forward-looking statements.
Some important factors that could cause IPL's actual results or outcomes
to differ materially from those discussed in the forward-looking statements
include, but are not limited to, fluctuations in customer growth and demand,
weather, fuel and purchased power costs and availability, regulatory action,
federal and state legislation, interest rates, labor strikes, maintenance and
capital expenditures and local economic conditions. In addition, IPL's ability
to have available an appropriate amount of production capacity in a timely
manner can significantly impact IPL's financial performance. The timing of
deregulation and competition, product development and introductions of
technology changes are also important potential factors.
All such factors are difficult to predict, contain uncertainties which
may materially affect actual results and are beyond the control of IPL.
IPL's ability to predict results or effects of issues related to the Year
2000 is inherently uncertain, and is subject to factors that may cause actual
results to differ materially from those projected. Factors that could affect the
actual results include the possibility that contingency plans or remediation
efforts will not operate as intended; IPL's failure to timely or completely
identify all software, hardware or embedded chip devices requiring remediation;
unexpected costs; and the uncertainty associated with the impact of Year 2000
issues on the utility industry and on IPL's customers, vendors and others with
whom it does business. See "Year 2000" for information about IPL's efforts.
LIQUIDITY AND CAPITAL RESOURCES
Overview
- --------
The Board of Directors of Indianapolis Power & Light Company (IPL)
declared dividends on common stock of $13 million and $35 million on February
23, 1999 and March 30, 1999, respectively. The dividends were paid by IPL to
IPALCO Enterprises, Inc. on April 15, 1999 and March 31, 1999, respectively.
IPL's capital requirements are primarily related to construction
expenditures needed to meet customers' needs for electricity and steam, for
environmental compliance and for the implementation of an integrated information
system. Construction expenditures (excluding allowance for funds used during
construction) totaled $15.3 million during the first quarter ended March, 1999,
representing a $2.0 million increase from the comparable period in 1998.
Internally generated cash provided by IPL's operations was used for construction
expenditures during the first quarter of 1999.
The three-year construction program has not changed from that
previously reported in IPL's 1998 Form 10-K report. (See "Future Performance" in
Item 7 of Management's Discussion and Analysis of Financial Condition and
Results of Operations in IPL's 1998 Form 10-K report for further discussion).
OTHER
Market Risk Sensitive Instruments and Positions
- -----------------------------------------------
The primary market risk to which IPL is exposed is interest rate risk.
IPL uses long-term debt as a primary source of capital in its business. A
portion of this debt has an interest component that resets on a periodic basis
to reflect current market conditions. The following table presents the principal
cash repayments and related weighted average interest rates by maturity date for
IPL's long-term fixed-rate debt and its other types of long-term debt at March
31, 1999:
<TABLE>
<CAPTION>
Maturity Schedule
Period Ending March 31
Fair
(Dollars in Millions) 2000 2001 2002 2003 2004 Thereafter Total Value
- --------------------------------------------------------------------------------------------------------
Long-term debt
<S> <C> <C> <C> <C>
Fixed rate - - - - $80.0 $398.8 $478.8 $505.4
Average rate - - - - 6.1% 6.9% 6.7%
Variable rate - - - - - $150.0 $150.0 $150.0
Average rate - - - - - 4.0% 4.0%
</TABLE>
To manage IPL's exposure to fluctuations in interest rates and to lower
funding costs, IPL has entered into an interest rate swap. Under this swap, IPL
agrees with counterparties to exchange, at specified intervals, the difference
between fixed-rate and floating-rate interest amounts calculated on an agreed
notional amount. This interest differential paid or received is recognized in
the consolidated statements of income as a component of interest expense.
At March 31, 1999, IPL had an interest rate swap agreement with a
notional amount of $40 million, which expires in January 2023. IPL pays interest
at a fixed rate of 5.21% to a swap counter party and receives a variable rate
based on the tax-exempt weekly rate.
Year 2000
- ---------
IPL is potentially subject to operational problems associated with the
inability of various computer hardware, software and devices containing embedded
chips to properly process the year change from 1999 to 2000. Such problems could
conceivably affect IPL's ability to deliver electricity or steam to its
customers, as well as IPL's internal operations such as billing or payroll
functions. Further, Year 2000 problems experienced by other entities, over which
IPL has no control, such as certain suppliers or other electric utilities with
which IPL is interconnected, could adversely affect IPL's operations.
In 1997, IPL established a Year 2000 Committee. IPL currently manages the
Year 2000 project through two employee committees, the Compliance Testing
Committee and the Contingency Planning Committee, each headed by corporate
officers. Each of those committees reports to a Year 2000 Steering Committee
composed of officers. The Year 2000 Steering Committee reports to the Office of
the Chairman.
The Indiana Utility Regulatory Commission has ordered all Indiana public
utilities, including IPL, to "use their best efforts to identify their mission
critical operations and conduct an inventory of all electronic devices that may
be affected by date processing logic, assess the status of these devices, take
steps to correct problems in the devices and test the devices to determine
compliance" in order to be "Year 2000 ready."
The Compliance Testing Committee is engaged in inventorying, reviewing,
analyzing, correcting and testing computer-related systems and embedded chip
devices. The Contingency Planning Committee is in the process of assessing
various operating scenarios associated with potential Year 2000 problems and
formulating plans by which to operate IPL in the event of such problems. Both
the Compliance Testing Committee and the Contingency Planning Committee are
concentrating first on systems critical to the continuity of IPL's business.
Non-critical systems have lower priorities.
IPL is participating in an Electric Power Research Institute program on
the Year 2000 issue, as well as the North American Electric Reliability Council
(NERC) system readiness assessments.
IPL's Year 2000 Plan includes attention to its generating facilities,
energy management systems, telecommunications systems, substation control and
protection systems, transmission and distribution systems, business information
systems, financial systems and business partners. It includes efforts, such as
assessing Year 2000 risks to computer hardware, software and embedded systems;
identifying options and solutions; evaluating solutions; repairing, upgrading
and replacing systems; testing systems; and contingency planning.
State of Readiness
A. Identification and Assessment
The Compliance Testing Committee is coordinating and reviewing the
enterprise-wide use of information technology and assessing potential Year 2000
problems. That effort involves making an inventory of applications and systems
and evaluating exposures associated with, for example, vendor-provided software
and hardware, IPL-developed software, and various devices containing embedded
chips. The Committee is also in contact with vendors to determine product
compliance and vendors' timeframes for compliance. Computer systems being
reviewed include hardware, machine microcode and firmware, operating systems,
generic applications software, billing software, communications software and
financial software.
The Compliance Testing Committee continues to assess computer systems and
embedded chip devices related to IPL's:
Electricity generating stations and plants producing steam;
Energy management systems;
Substation controls, system protection, and transmission and distribution
systems;
Telecommunications systems; and
Business information systems.
IPL has completed the identification, inventory and assessment phases for
critical systems. The Compliance Testing Committee continues to be vigilant for
issues that may come to light and is also working on non-critical systems.
B. Remediation and Testing
The Compliance Testing Committee is coordinating, modifying or replacing
legacy systems which may not be Year 2000 compliant. IPL is in the process of
replacing most of its key financial software applications. Although that project
was not specifically initiated as a Year 2000 effort, it will coincidentally
result in replacement of non-compliant software.
The Compliance Testing Committee is also engaged in establishing and
operating appropriate testing environments to determine, to the extent possible,
the Year 2000 compliance of existing systems and/or devices and the compliance
of replacement or upgraded systems and devices. IPL may employ one or more of
the following techniques: component tests, simulations, outside testing, vendor
verifications or upgrades or change-outs. Some devices or systems, such as
satellite communication links, may not be susceptible to testing, in which cases
IPL must rely on the service providers' verifications.
IPL has inquired of its suppliers and vendors of software,
computer-related equipment, devices and services about Year 2000 compliance.
Some provided the requested information and/or assurances and some did not.
IPL's operations could be adversely affected by Year 2000-related
failures of other companies, such as telecommunication providers, that supply
IPL with mission-critical services. Similarly, Year 2000 failures of other
utilities with which IPL is interconnected could adversely affect IPL's ability
to deliver services to its customers.
IPL currently expects to complete the remediation and testing phases for
critical systems by the end of the second quarter 1999 and estimates that it is
now approximately 80% complete. IPL is operating its major electricity
generating units with clocks set in year 2000. IPL also participated in a
national NERC drill, testing utilities' ability to operate facilities without
normal communication services. No major problems were encountered.
Costs to Address IPL's Year 2000 Issues
Not including the cost of replacing IPL's business software, a project
not initiated specifically for Year 2000 reasons but which will provide Year
2000 benefits through replacing non-compliant software, IPL currently estimates
that its costs of the phases of identification, assessment, remediation and
testing may be approximately $3.7 million, which IPL believes is not material to
its results of operations, liquidity and financial condition. Of that figure,
IPL has currently expended approximately $1.9 million. A substantial proportion
of the costs of remediation are associated with functional areas of IPL other
than Information Services. IPL currently estimates that its costs of contingency
planning efforts may be approximately $1.5 million.
Risks of IPL's Year 2000 Issues
In light of the numerous computer-related systems and embedded chip
devices present in business and production equipment used by a utility, and the
interdependent nature of control systems, a large number of potential Year 2000
failure scenarios exist, potentially involving IPL's internal functions (such as
billing), as well as its steam and electricity generation and distribution
functions. Consequences could conceivably range from essentially no operational
problems to a massive disruption of steam and electric service lasting for a
significant period of time. Further, since IPL does not stand alone but is
electrically interconnected with other utilities across a substantial portion of
the nation, even if IPL experiences no significant Year 2000 problems associated
with its own equipment, its ability to deliver electricity could be adversely
affected by Year 2000 failures experienced by other interconnected utilities.
The probability of such failures is believed to be small IPL currently expects
to experience at least some, hopefully minor, problems associated with Year
2000. Some conceivable, though unlikely, Year 2000 failure scenarios could be
material to IPL's results of operations.
There are both external and internal risks associated with Year 2000 that
could affect IPL's steam and electricity generation, transmission and
distribution operations. Potential internal risk factors include, but are not
limited to, increased risk of generator trips, inability to start or restart
generators, increased risk of transmission facility trips, loss of energy
management systems, loss of Company-owned voice/data communications, system
protection (relay) failures resulting in cascading outages or facility damage,
failure of load-shedding controls to operate properly, failure of load
management systems to operate properly, loss of or incorrect critical operating
data, failure of environmental control systems, loss of distribution systems or
failure of voltage control devices to operate properly. Occurrences of those
internal problems, alone or in combination, could result in varying effects on
IPL's operations. Concerns over these occurrences are minimal based on testing
results that indicate no Year 2000-related problems with key generation and
transmission control systems. IPL's major generating units' control systems have
been tested for critical dates and are already operating in the year 2000.
External risk factors include, but are not limited to, loss of customer
load, uncharacteristic load patterns, loss of leased communication facilities,
failure of delivery systems to maintain supplies of fuel and severe or cold
weather. Occurrences of various of those events, alone or in combination, could
result in varying effects on IPL.
IPL had previously reported a risk of unavailability of skilled labor, in
light of the December 13, 1999, expiration of the collective bargaining
agreement between IPL and the International Brotherhood of Electrical Workers.
That risk has since been ameliorated through negotiation of an arrangement
between IPL and the IBEW under which union members will be available to work to
help respond to Year 2000 problems.
IPL's insurance policies, including policies for liability and property
damage, currently expire, are up for renewal or have anniversary dates during
1999. IPL currently expects that, in line with a general trend in the insurance
industry, some insurance policies purchased or renewed during 1999 may exclude
certain elements of damage potentially flowing from Year 2000 events. Similarly,
in light of the unprecedented nature of the Year 2000 phenomenon, it is not
clear whether policy language concerning coverage and policy defenses will be
interpreted to cover or bar claims, if any, arising out of Year 2000 events.
In light of the many adverse circumstances that could happen to IPL
associated with Year 2000, along with the speculation that some or many of them
may not happen, it is extremely difficult to hypothesize a most reasonably
likely worst case Year 2000 scenario with any degree of certainty. With that in
mind, IPL currently believes the most reasonably likely worst case scenario
would be an isolated partial reduction in generating unit capacity due to minor
systems failures with no interruption of power to IPL customers. IPL does not
believe that the worst case scenario will occur and, should it occur, IPL
believes that the consequences of that scenario, with regard to either costs of
repair or lost revenues, are not likely to have a material effect on IPL's
results of operations, liquidity and financial condition.
IPL's Contingency Plans
The Contingency Planning Committee is engaged in reviewing hypothetical
scenarios involving various Year 2000 system or device failures and preparing
plans by which to operate IPL in the event those failures occur. IPL's
contingency planning efforts are not yet complete, but are underway within the
scope of an overall outline. IPL's contingency planning involves the phases of
plan development, testing, execution and recovery after Year 2000 events. As
with compliance testing, contingency planning touches essentially every area of
IPL's operations, as well as interactions with interconnected utilities,
customers, critical vendors and emergency and other governmental authorities.
The planning phase attempts to identify and evaluate potential impacts on
business operations, life, property, and the environment; develop emergency
plans including establishing procedures for mitigation of failures and evaluate
contingency planning being done on systems that interface with IPL's systems;
identify dates of action for various contingencies; establish responsibility and
authority for various response efforts; and establish and perform a training
program with respect to responding to contingencies, including practicing and
testing the contingency plans and coordinating the efforts with governmental
functions.
Contingency planning includes consideration of potential interruptions in
the supply chain or transportation of critical fuel, water, chemicals, material
supplies etc., and acquisition of appropriate extra supplies, as well as
potential failures of or other problems associated with the interconnected
electricity grid. Similarly, consideration may be given to cooperative
arrangements with other utilities in the event that Year 2000 problems impact
the supply of skilled labor to effect remediation actions. IPL's existing
disaster recovery plans have formed bases for some Year 2000 contingency plans.
In the testing phase, various drills will be conducted to test the plan's
effectiveness. Modifications will be made where testing indicates a need. In the
execution phase, IPL will operate its contingency plans in response to events
actually occurring.
After Year 2000 events, if any, IPL will execute its post-event
contingency plans as required. It will test its system functions, review the
results, restore and restart systems, and notify appropriate authorities of the
resolution of problems.
<PAGE>
RESULTS OF OPERATIONS
Comparison of Quarters Ended March 31, 1999 and March 31, 1998
--------------------------------------------------------------
Income applicable to common stock increased during the first quarter of
1999 compared to the first quarter of 1998 by $3.5 million. The following
discussion highlights the factors contributing to this result.
Operating Revenues
- ------------------
Operating revenues during the first quarter of 1999 increased $10.5
million from the comparable 1998 period. The increase in revenues resulted from
the following:
Increase (Decrease)
from Comparable Period
Three Months Ended March 31
---------------------------
(Millions of Dollars)
Electric:
Change in retail KWH sales - net of fuel 7.6
Fuel revenue 0.7
Wholesale revenue 2.7
DSM tracker revenue 0.1
Steam revenue (0.2)
Other revenue (0.4)
--------
Total change in operating revenues $ 10.5
========
The first quarter increase in retail KWH sales compared to the same
period in 1998 was due to colder weather. Heating degree days increased 19%
during the first quarter compared to the same period in 1998. The changes in
fuel revenues in 1999 from the prior year reflect changes in total fuel costs
billed to customers. The increased wholesale sales during the first quarter of
1999, as compared to the same period in 1998, reflect increased wholesale
marketing efforts and energy requirements of other utilities.
Operating Expenses
- ------------------
Fuel costs increased $4.9 million in the first quarter of 1999 compared
to the same period last year. This increase was primarily due to increased total
KWH sales.
Other operating expenses decreased by $4.2 million in the first quarter
of 1999 compared to the same period in 1998. This decrease was due primarily to
increased sales of emission allowances of $3.4 million which reduces operating
expenses. Also contributing to the variance was decreased administrative and
general expenses and other miscellaneous expenses.
Maintenance expenses increased $3.2 million in the first quarter of
1999 compared to the same period in 1998. The increase reflects the costs
associated with the overhaul of unit 1 at the Petersburg plant as well as
increased electric distribution expenses.
Income taxes - net, increased $2.6 million in the first quarter of 1999
compared to the same period in 1998 due to an increase in pretax operating
income.
As a result of the foregoing, utility operating income increased 7.7%
from the comparable 1998 period, to $43.3 million.
Other Income and Deductions
- ---------------------------
Other - net increased $0.7 million during the first quarter of 1999
compared to the same period last year. This increase was primarily due to
increased miscellaneous non-operating revenues.
<PAGE>
PART II - OTHER INFORMATION
---------------------------
Item 6. Exhibits and Reports on Form 8-K
- ------- --------------------------------
(a) Exhibits. Copies of documents listed below which are identified
with an asterisk (*) are incorporated herein by reference and made a
part hereof. Management contracts or compensatory plans are marked with
a double asterisk (**) after the description of the contract or plan.
3.1* Articles of Incorporation of Indianapolis Power & Light Company, as
amended. (Form 10-K for the year ended 12-31-97.)
3.2 Bylaws of Indianapolis Power & Light Company, as amended.
4.1* Mortgage and Deed of Trust, dated as of May 1, 1940, between
Indianapolis Power & Light Company and American National Bank and Trust
Company of Chicago, Trustee, as supplemented and modified by 42
Supplemental Indentures.
Exhibits D in File No. 2-4396; B-1 in File No. 2-6210; 7-C
File No. 2-7944; 7-D in File No.2-72944; 7-E in File No. 2-8106; 7-F in
File No. 2-8749; 7-G in File No. 2-8749; 4-Q in File No. 2-10052;2-I in
File No. 2-12488; 2-J in File No. 2-13903; 2-K in File No. 2-22553; 2-L
in File No. 2-24581; 2-M in File No. 2-26156; 4-D in File No. 2-26884;
2-D in File No. 2-38332; Exhibit A to Form 8-K for October 1970;Exhibit
2-F in File No. 2-47162; 2-F in File No. 2-50260; 2-G in File
No.2-50260; 2-F in File No. 2-53541; 2E in File No. 2-55154; 2E in File
No. 2-60819; 2F in File No. 2-60819; 2-G in File No. 2-60819; Exhibit A
to Form 10-Q for the quarter ended 9-30-78 File No. 1-3132; 13-4 in
File No. 2-73213; Exhibit 4 in File No.2-93092. Twenty-eighth,
Twenty-ninth and Thirtieth Supplemental Indentures. (Form 10-K dated
for the year ended December 31, 1985.)
4.2* Thirty-Second Supplemental Indenture dated as of June 1, 1989.
(Form 10-K for year ended 12-31-89.)
4.3* Thirty-Third Supplemental Indenture dated as of August 1, 1989.
(Form 10-K for year ended 12-31-89.)
4.4* Thirty-Fourth Supplemental Indenture dated as of October 15, 1991.
(Form 10-K for year ended 12-31-91.)
4.5* Thirty-Fifth Supplemental Indenture dated as of August 1, 1992.
(Form 10-K for year ended 12-31-92.)
4.6* Thirty-Sixth Supplemental Indenture dated as of April 1, 1993.
(Form 10-Q for quarter ended 9-30-93.)
4.7* Thirty-Seventh Supplemental Indenture dated as of October 1, 1993.
(Form 10-Q for quarter ended 9-30-93.)
4.8* Thirty-Eighth Supplemental Indenture dated as of October 1, 1993.
(Form 10-Q for quarter ended 9-30-93.)
4.9* Thirty-Ninth Supplemental Indenture dated as of February 1, 1994.
(Form 8-K, dated 1-25-94.)
4.10* Fortieth Supplemental Indenture dated as of February 1, 1994.
(Form 8-K, dated 1-25-94.)
4.11* Forty-First Supplemental Indenture dated as of January 15, 1995.
(Exhibit 4.12 to the Form 10-K dated 12-31-94.)
4.12* Forty-Second Supplemental Indenture dated as of October 1, 1995.
(Exhibit 4.12 to the Form 10-K dated 12-31-95.)
21.1* Subsidiaries of the Registrant. (Exhibit 21.1 to the Form 10-K dated
12-31-96.)
27.1 Financial Data Schedule.
(b) Reports on Form 8-K.
None
<PAGE>
Signatures
----------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INDIANAPOLIS POWER & LIGHT COMPANY
----------------------------------
(Registrant)
Date: May 14, 1999 /s/ John R. Brehm
------------------------- -------------------------------
John R. Brehm
Senior Vice President, Finance
Date: May 14, 1999 /s/ Stephen J. Plunkett
------------------------- --------------------------------
Stephen J. Plunkett
Controller
EXHIBIT 3.2
BY-LAWS
OF
INDIANAPOLIS POWER & LIGHT COMPANY
______________________________
As Amended and Restated in
Full on May 27, 1969, and
Further Amended on
January 26, 1971,
January 30, 1973,
January 28, 1975,
April 27, 1976,
March 31, 1981,
May 30, 1989,
November 13, 1989,
August 27, 1991,
February 25, 1997,
November 25, 1997,
February 23, 1999, and
April 27, 1999
_____________________________
BY-LAWS
OF
INDIANAPOLIS POWER & LIGHT COMPANY
______________________________
As Amended and Restated in
Full on May 27, 1969, and
Further Amended on
January 26, 1971,
January 30, 1973,
January 28, 1975,
April 27, 1976,
March 31, 1981,
May 30, 1989,
November 13, 1989,
August 27, 1991,
February 25, 1997,
November 25, 1997,
February 23, 1999, and
April 27, 1999
_____________________________
ARTICLE I.
Offices
SECTION 1. Principal Office. The principal office of
the Company shall be in the City of Indianapolis, County
of Marion, State of Indiana.
SECTION 2. Other Offices. The Company may also have
an office in the City of Chicago, Illinois, and in the
City of New York, New York, and also offices at such
other places as the Board of Directors may from time to
time appoint or the business of the Company may require.
ARTICLE II.
Shareholders Meetings
SECTION 1. Place of Meeting. Meetings of the
shareholders of the Company shall be held at such place
within or without the State of Indiana as may be
specified from time to time in the respective notices,
waivers of notice thereof, or by resolution of the Board
of Directors or the shareholders.
SECTION 2. Annual Meeting. The annual meeting of
shareholders shall be held on the third Wednesday of
April of each year at the hour of 10 o'clock A.M., unless
such day shall be a legal holiday, in which event the
meeting shall be held on the next succeeding business day
at the same hour, or unless the Board of Directors shall
by resolution set another date for such meeting within
ninety days of the third Wednesday of April, in which
event the meeting shall be held on the date and at the
time specified in such resolution.
(As Amended February 25, 1997)
SECTION 3. Special Meetings. Special meetings of the
shareholders for any purpose or purposes may be called by
the President, by the Board of Directors, or by
shareholders holding not less than one-fourth of all the
shares outstanding and entitled by the Amended Articles
of Incorporation to vote on the business proposed to be
transacted thereat. Business transacted at any such
meeting shall be confined to the objects stated in the
call and matters germane thereto.
SECTION 4. Notice of Meetings; Waiver. Written or
printed notice, stating the place, day and hour of the
annual and/or special meetings of the shareholders, and
in case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered or mailed
by the Secretary, or by the officer or persons calling
the meeting, to each shareholder of record entitled by
the Amended Articles of Incorporation and by law to vote
at such meeting, at such address as appears upon the
records of the Company, at least ten (10) days before the
date of the meeting.
Notice of any shareholders meeting may be waived in
writing by any shareholder, if the waiver sets forth in
reasonable detail the purpose or purposes for which the
meeting is called and the time and place thereof.
Attendance at any meeting, in person or by proxy, shall
constitute a waiver of notice of such meeting.
SECTION 5. Quorum. The holders of a majority of the
shares issued and outstanding and then entitled to vote,
present in person or represented by proxy, shall be
requisite and sufficient to constitute a quorum at all
meetings of the shareholders for the transaction of
business, except as otherwise provided by law, by the
Amended Articles of Incorporation, or by these By-Laws.
If, however, such majority shall not be present or
represented at any meeting of the shareholders, the
shareholders present in person or by proxy shall have
power to adjourn the meeting from time to time without
notice, other than announcement at the meeting, until a
quorum shall attend, when any business may be transacted
which might have been transacted at the meeting as
originally called.
SECTION 6. Voting. At each meeting of the
shareholders, every shareholder entitled to vote may vote
in person or by proxy appointed by an instrument in
writing subscribed by such shareholder or by his duly
authorized attorney and delivered to the Secretary of the
meeting. Each shareholder shall have one vote for each
share of common stock and two votes for each share of
preferred stock registered in his name at the time of the
closing of the transfer books or taking of the record for
said meeting. The vote for directors, and, upon the
demand of any shareholder, the vote upon any question
before the meeting, shall be by ballot. All elections
shall be had by plurality vote and all other questions
shall be decided by a majority vote, except as otherwise
provided by law, by the Amended Articles of
Incorporation, or by these By-Laws.
ARTICLE III.
Directors
SECTION 1. Number and Term. The number of directors
of this Company shall be fifteen (15). Such directors
shall be elected for a term of one year each and until
their successors are duly elected and qualified.
(As Amended February 23, 1999)
SECTION 2. Powers and Duties. In addition to the
powers and duties expressly conferred upon it either by
law, by the Amended Articles of Incorporation, or by
these By-Laws, the Board of Directors may exercise all
such powers of the Company as are conferred upon the
Company by law and by the Amended Articles of
Incorporation, and do all such lawful acts and things as
are not inconsistent with the law or the Amended Articles
of Incorporation.
Subject to the provisions of law, the Amended
Articles of Incorporation, and the resolutions of the
Board of Directors creating the several series of the
Company's outstanding Cumulative Preferred Stock, the
Board of Directors shall have absolute discretion in the
declaration of dividends and in changing the date for the
declaration and payment of dividends.
SECTION 3. Annual and Regular Meetings; Notice. The
annual meeting of the Board of Directors shall be held on
the last Tuesday of the month in which the annual meeting
of shareholders is held. Other regular meetings of the
Board of Directors shall be held on the last Tuesday of
the month in the months of January, February, April,
July, October, November and December. If the day fixed
pursuant to this Section for the annual or any regular
meeting shall be a legal holiday, then such annual or
regular meeting shall be held on the next succeeding
business day.
The annual meeting and all regular meetings of the
Board shall be held at 1:30 P.M. at the principal office
of the Company, unless notice of a different time and/or
place is given with respect to any such meeting at least
seven days prior thereto by mail or three days prior
thereto by telegraph. No notice of the annual or any
regular meeting of the Board shall be required unless
such meeting is to be held at a time and/or place other
than the principal office of the Company.
(As Amended April 27, 1999)
SECTION 4. Special Meetings. Special meetings of the
Board of Directors may be called by the Chairman of the
Board of Directors, the President, or any two directors
on two days' notice by mail or one day's notice by
telephone or telegraph to each director, which notice
shall state the time, place and purpose of the holding of
such meetings. Any special meeting of the Board of
Directors may be held either within or without the State
of Indiana.
SECTION 5. Quorum. At all meetings of the Board of
Directors a majority of the directors shall be necessary
and sufficient to constitute a quorum for the transaction
of business, and the act of a majority of the directors
present at any meeting at which there is a quorum shall
be the act of the Board of Directors, except as otherwise
may be provided specifically by statute, by the Amended
Articles of Incorporation, or by these By-Laws. If at any
meeting of the Board of Directors there shall be less
than a quorum present, a majority of those directors
present may adjourn the meeting to another day and
thereupon the Secretary shall mail, telephone, or
telegraph to each director, notice of the time and place
of the holding of such adjourned meeting. At any such
adjourned meeting at which there is a quorum present, any
business may be transacted which might have been
transacted at the meeting as originally scheduled or
called.
SECTION 6. Resignations. Any director of the Company
may resign at any time by giving written notice to the
Board of Directors or to the President or to the
Secretary of the Company. Any such resignation shall take
effect at time specified therein, or if the time is not
specified, upon receipt thereof. Unless otherwise
specified in the notice, the acceptance of such
resignation shall not be necessary to make it effective.
SECTION 7. Vacancies. Except as otherwise provided
in the Amended Articles of Incorporation, any vacancy
occurring in the Board of Directors caused by
resignation, death or other incapacity, or increase in
the number of directors may be filled by a majority vote
of the remaining members of the Board, until the next
annual or special meeting of the shareholders or, at the
discretion of the Board of Directors, such vacancy may be
filled by vote of the shareholders at a special meeting
called for the purpose. Shareholders shall be notified of
any increase in the number of directors and the name,
address, principal occupation and other pertinent
information about any director elected by the Board of
Directors to fill any vacancy. Such notice shall be given
in the next mailing sent to shareholders following any
such increase or election, or both, as the case may be.
ARTICLE IV.
Committees Of The Board Of Directors
SECTION 1. Executive Committee.
Number and Powers. The Board of Directors shall
create an Executive Committee consisting of the Chairman
of the Board of Directors and the President, as ex
officio members, and two or more directors who shall be
elected by the Board of Directors from time to time to
hold office until the next annual meeting of the Board of
Directors and until their respective successors are duly
elected and qualified. The Board of Directors shall
designate the Chairman of such committee.
The Executive Committee shall have and exercise
(except as the Board of Directors shall direct and except
when the Board of Directors shall be in session) such
powers and rights of the full Board of Directors in the
management of the business and affairs of the Company as
may be lawful, and it shall have power to authorize the
seal of the Company to be affixed to all papers which may
require it.
Meetings and Notice. Meetings of the Executive
Committee may be held either at the office of the Company
in the City of Indianapolis, Indiana, or at such other
places as the Executive Committee or Chairman thereof
shall from time to time designate. Such meetings may be
called by or at the request of the Chairman or any member
of the Executive Committee by giving at least twenty-four
(24) hours' previous notice to each member of the
Executive Committee. Such notice may be given personally
or by telephone or telegraph.
Quorum. A majority of the Executive Committee shall
constitute a quorum for the transaction of business, and
the affirmative vote of such majority shall be necessary
to the determination of any question.
Compensation. The members of the Executive
Committee, other than ex officio members, shall be
entitled to receive such compensation as may be
determined from time to time by the Board of Directors.
Minutes. Minutes of the meetings of the Executive
Committee shall be kept and read at the next meeting of
the Board of Directors.
Vacancies. Vacancies occurring in the Executive
Committee shall be filled by the Board of Directors at
any meeting of said Board.
(As Amended April 27, 1976)
SECTION 2. Audit Committee.
The Board of Directors, by a majority vote of the
whole Board of Directors, may designate three (3) or more
members of such Board who shall not be officers of the
Company to constitute an Audit Committee. Such Committee
shall have and exercise such authority as shall be
specified in the resolution of the Board of Directors
appointing such Committee. The Chairman of such Audit
Committee shall be designated by the Board of Directors.
(As Amended August 27, 1991)
ARTICLE V.
Officers of the Company
SECTION 1. Officers. The officers of the Company
shall be a Chairman of the Board of Directors, a
President, one or more Vice Presidents, a Secretary, a
Treasurer, a Controller, and, if the Board of Directors
desires, one or more Assistant Vice Presidents, Assistant
Secretaries, Assistant Treasurers and Assistant
Controllers, who shall be elected by the Board of
Directors at its annual meeting. Any two or more of such
offices may be held by the same person, except that the
duties of the President and Secretary, shall not be
performed by the same person. In the election of Vice
Presidents, the Board of Directors may give each vice
presidency such special designation as it may deem
appropriate. The Chairman of the Board of Directors and
the President shall be chosen from among the directors.
The Board of Directors may appoint such other
officers and agents as it shall deem necessary, who shall
have such authority and perform such duties as from time
to time shall be prescribed by the Board of Directors.
(As Amended January 26, 1971)
SECTION 2. Salaries. The salaries of all officers of
the Company shall be fixed by the Board of Directors. No
officer shall be prevented from receiving such salary by
reason of the fact he is also a director of the Company.
SECTION 3. Term; Removal. The officers of the
Company shall hold office for one year and until their
successors are chosen and qualified; provided, however,
that any officer elected or appointed by the Board of
Directors may be removed at any time by the affirmative
vote of a majority of the full Board of Directors.
SECTION 4. Resignations. Any officer of the Company
may resign at any time by giving written notice to the
Board of Directors, to the President, or to the Secretary
of the Company. Any such resignation shall take effect at
time specified therein, or if the time be not specified,
upon receipt thereof. Unless otherwise specified in the
notice, the acceptance of such resignation shall not be
necessary to make it effective.
SECTION 5. Vacancies. If the office of the Chairman
of the Board of Directors, the President, any Vice
President, the Secretary, the Treasurer, the Controller,
any Assistant Vice President, Assistant Secretary,
Assistant Treasurer, or Assistant Controller, or other
officer or agent, is vacant or becomes vacant by reason
of death, resignation, retirement, disqualification,
removal from office or the creation of a new office, the
Board of Directors shall elect a person to such office
who shall hold office for the unexpired term in respect
of which such vacancy occurred; provided that, in its
discretion, the Board of Directors, by vote of a majority
of the whole Board, may leave unfilled for such period as
it deems appropriate any office, except the offices of
President, Controller, Treasurer and Secretary.
(As Amended January 30, 1973)
SECTION 6. Duties of Officers May Be Delegated. In
case of the absence of any officer of the Company, or for
any other reason that the Board of Directors may deem
sufficient, the Board may delegate the power or duties of
such officer to any other officer, or to any director for
the time being.
SECTION 7. Chairman of the Board of Directors. The
Chairman of the Board of Directors shall be the chief
executive officer of the Company. Subject to the control
of the Board of Directors, he shall have general charge
of, and supervision and authority over the business and
affairs of the Company. He shall preside at all meetings
of the shareholders and directors of the Company. He shall
have such other duties as may be assigned to him by the
Board of Directors.
(As Amended November 13, 1989 to be
Effective February 1, 1990)
SECTION 8. President. The President shall be the
chief operating officer of the Company. Subject to the
supervision of the Chairman of the Board of Directors and
the Board of Directors, itself, he shall have general
charge of, and supervision and authority over, the
operations of the Company. In the absence of the Chairman
of the Board of Directors, he shall preside at all
meetings of the shareholders and directors. He shall
perform such other duties as are incident to his office
or as may be assigned to him by the Board of Directors or
the Chairman of the Board of Directors.
(As Amended January 28, 1975)
SECTION 9. Vice Presidents. Subject to the control
of the Board of Directors, the Chairman of the Board of
Directors and the President, the Vice Presidents and the
Assistant Vice Presidents shall have such power, and
perform such duties, as the Board of Directors, the
Chairman of the Board of Directors, or the President,
from time to time shall assign to them, and, in the case
of Assistant Vice Presidents, such powers and duties as
may be assigned to them by the respective Vice Presidents
whom they assist.
(As Amended January 28, 1975)
SECTION 10. Secretary and Assistant Secretaries. The
Secretary shall attend all meetings of the shareholders
and Board of Directors, and shall record all votes and
other proceedings in a book to be kept for that purpose.
He shall give, or cause to be given, all required notices
of meetings of the shareholders and Board of Directors.
He shall have custody of the seal of the Company and of
its records, and shall perform such other duties as
usually appertain to the office of Secretary and as may
be prescribed by the Board of Directors, the Chairman of
the Board of Directors or the President.
The Assistant Secretaries shall perform such duties
as shall be delegated to them by the Board of Directors,
the Chairman of the Board of Directors, the President or
the Secretary.
(As Amended January 28, 1975)
SECTION 11. Treasurer and Assistant Treasurers. The
Treasurer shall have custody of the corporate funds and
securities, and shall keep full and accurate accounts of
receipts and disbursements in books of the Company to be
kept for that purpose. He shall deposit all moneys and
other valuable effects in the name and to the credit of
the Company in such depositaries as may be designated by
authority of the Board of Directors, and shall disburse
the funds of the Company as may be ordered by the Board
of Directors, taking proper vouchers for such
disbursements. He shall render to the Board of Directors,
whenever it may so require, an account of all his
transactions as Treasurer and of the financial condition
of the Company. He shall have such other powers and
duties as may be assigned to him by the Board of
Directors, the Chairman of the Board of Directors or the
President.
The Assistant Treasurers shall perform such duties
as shall be delegated to them by the Board of Directors,
the Chairman of the Board of Directors, the President or
the Treasurer.
(As Amended January 28, 1975)
SECTION 12. Controller and Assistant Controllers.
The Controller shall be the chief accounting officer of
the Company. He shall keep or cause to be kept all books
of account and accounting records of the Company, and
shall render appropriate financial statements to the
Board of Directors and to the shareholders. He shall
perform such other duties as usually appertain to the
office of Controller and as may be prescribed by the
Board of Directors, the Chairman of the Board of
Directors or the President.
The Assistant Controllers shall perform such duties
as shall be delegated to them by the Board of Directors,
the Chairman of the Board of Directors, the President or
the Controller.
(As Amended January 28, 1975)
SECTION 13. General Counsel and Assistant General
Counsel. The General Counsel, who shall be an attorney
licensed to practice law in the State of Indiana, shall
be the chief legal officer of the Company. He, or one or
more other attorneys designated by him, shall represent
the Company in proceedings before state and federal
courts and administrative agencies and shall provide
advice and render opinions to directors, officers and
other management personnel of the Company with respect to
any legal matter in which the Company is or may become
involved. He shall perform such other duties as usually
appertain to the office of General Counsel and as may be
prescribed by the Board of Directors, the Chairman of the
Board of Directors or the President.
The Assistant General Counsel shall perform such
duties as may be delegated to him by the Board of
Directors, the Chairman of the Board of Directors, the
President or the General Counsel.
(As Amended May 30, 1989 to be Effective
May 1, 1989)
ARTICLE VI.
Shares
SECTION 1. Certificates. The certificates for shares
in the Company shall be consecutively numbered in the
order of their issue, and each certificate shall state
the name of the registered holder, the number of shares
represented thereby, the par value of each share or a
statement that such shares have no par value, whether
such shares have been fully paid up and are non-
assessable, the kind and class of shares represented
thereby, and a statement or summary of the relative
rights, interests, preferences and restrictions of all
classes of such shares; provided, that if the Board of
Directors so authorizes, such statement or summary may be
omitted from the certificate if it shall be set forth
upon the face or back of the certificate that such
statement, in full, will be furnished by the Company to
any shareholder upon written request and without charge.
Certificates for shares shall be in such form,
consistent with the Amended Articles of Incorporation, as
the Board of Directors shall approve. Such certificates
shall be signed by the President, or a Vice President,
and the Secretary, or an Assistant Secretary, and shall
be sealed with the corporate seal, which seal may be an
original impression or a facsimile thereof. Where any
certificate is countersigned by the written signature of
a registrar, the signature of the transfer agent, and the
President, Vice President, Secretary or Assistant
Secretary of the Company may be facsimiles.
(As Amended November 25, 1997)
SECTION 2. Record of Shareholders. The Company shall
keep at its principal office a complete and accurate list
of the shareholders of each class of shares issued and
outstanding setting forth the names and addresses of the
shareholders of each class and the number of shares held
by each such shareholder.
The Company shall be entitled to treat the holder of
record of any share or shares as the owner in fact
thereof and accordingly shall not be bound to recognize
any equitable or other claim to or interest in such
shares on the part of any other person, whether or not it
shall have express or other notice thereof, except as
otherwise expressly provided by the laws of Indiana.
SECTION 3. Transfers of Shares. The transfer of
shares may be made on the books of the Company only by
the holder thereof or his duly authorized attorney and
upon surrender of the certificate representing the same,
properly endorsed and/or assigned; title to certificates
and to the shares represented thereby can be transferred
only as provided by the laws of the State of Indiana.
SECTION 4. Transfer Books; Record Date. The books
for the transfer of the shares of the Company may be
closed for such period, in anticipation of shareholders
meetings, the payment of dividends or the allotment of
rights, as the Board of Directors from time to time may
determine. In lieu of providing for the closing of the
transfer books, the Board of Directors may, in its
discretion, fix a date not exceeding fifty (50) days (and
in the case of a shareholders meeting, not less than ten
(10) days) prior to the date fixed for any such meeting,
payment, or allotment as a record date for such purpose.
SECTION 5. Transfer Agents and Registrars. The Board
of Directors may appoint one or more transfer agents and
registrars or appoint qualified agents to perform both
the functions of transfer agent and registrar. The Board
of Directors shall require all certificates for shares to
bear the written signature of the registrar and may
require such certificates to bear also the written
signature of the transfer agent.
(As Amended March 31, 1981)
SECTION 6. Lost or Destroyed Certificates. Any
person claiming a certificate for shares to be lost or
destroyed shall make an affidavit or affirmation of that
fact and shall give the Company and/or the transfer
agents and/or the registrars, if they shall so require, a
bond of indemnity, in form and with one or more sureties
satisfactory to the officers of the Company, and/or the
transfer agents, and/or the registrars, whereupon a new
certificate may be issued of the same tenor and for the
same number of shares as the one alleged to be lost or
destroyed; or in lieu of the foregoing procedure, such
person may proceed in accordance with the laws of the
State of Indiana.
ARTICLE VII.
Checks, Notes, Contracts, Etc.
SECTION 1. Checks; Notes. All checks, notes, drafts,
acceptances, or other demands or orders for the payment
of money of the Company shall be signed by such officer
or officers, or person or persons, as the Board of
Directors may from time to time designate. When so
authorized by the Board of Directors, the signatures of
such officers on any bonds, notes, debentures, or other
evidences of indebtedness may be facsimiles and such
facsimiles on such instruments shall be deemed the
equivalent of and constitute the written signatures of
such officers for all purposes including, but not limited
to, the full satisfaction of any signature requirements
of the laws of the State of Indiana on the negotiable
bonds, notes, debentures, and other evidences of
indebtedness of the Company.
SECTION 2. Contracts Requiring Seal. All contracts,
deeds, mortgages, leases or instruments that require the
seal of the Company shall be signed by the President, or
a Vice President, and by the Secretary, or an Assistant
Secretary, or by such officer or officers, or person or
persons, as the Board of Directors may by resolution
prescribe, except as provided in Section 1 of this
Article VII. Such seal may be an original impression or
an engraved or imprinted facsimile thereof.
ARTICLE VIII.
Seal
The corporate seal shall have inscribed thereon the
name of the Company and the word "SEAL".
ARTICLE IX.
Fiscal Year
The fiscal year shall be the calendar year.
ARTICLE X.
Miscellaneous Provisions
SECTION 1. Inspection of Books. The Board of
Directors shall determine from time to time whether, and,
if allowed, when and under what conditions and
regulations, the accounts and books of the Company
(except such as may by statute be specifically open to
inspection), or any of them, shall be open to the
inspection of the shareholders, and the shareholders'
rights in this respect are and shall be restricted and
limited accordingly.
SECTION 2. Notices. Whenever under the provisions of
these By-Laws notice is required to be given to any
director, officer, or shareholder, it may be given by
depositing the same in the post office or a letter box,
in a postpaid sealed wrapper, addressed to such director,
officer, or shareholder at such address as appears on the
books of the Company, or in default of other address, to
such director, officer or shareholder at the General Post
Office in the City of Indianapolis, Indiana, and such
notice shall be deemed to be given at the time of such
mailing.
SECTION 3. Waiver. Any director, officer or
shareholder may waive any notice required to be given
under these By-Laws either before, at, or after any
meeting, and such waiver shall be equally as effective as
the due service of notice.
ARTICLE XI.
Amendments and Repeal
SECTION 1. Amendments. These By-Laws may be altered,
amended or repealed, and new By-Laws may be made at any
annual, regular, or special meeting of the Board of
Directors by the affirmative vote of a number of
directors equal to a majority of the number who would
constitute the full Board of Directors at the time of
such action.
SECTION 2. Repeal. All By-Laws of the Company, and
amendments thereto, heretofore made and adopted by the
shareholders and/or directors of the Company are hereby
expressly repealed.
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<NAME> INDIANAPOLIS POWER & LIGHT CO
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