SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(C)
of the Securities Exchange Act of 1934
Check the appropriate box:
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CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14C-5(d)(2)) |
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Indianapolis Power and Light Company
(Name of Registrant As Specified In Charter)
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Fee computed on table below per Exchange Act
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Per unit price or other underlying value of
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transaction:
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Fee paid previously with preliminary
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Notes:
[LOGO OF INDIANAPOLIS
POWER & LIGHT COMPANY]
INDIANAPOLIS POWER
& LIGHT COMPANY
One Monument
Circle
P.O. Box
1595
Indianapolis,
Indiana 46206-1595
NOTICE OF ANNUAL
MEETING OF SHAREHOLDERS
TO BE HELD APRIL
19, 2000
TO THE SHAREHOLDERS
OF
INDIANAPOLIS POWER
& LIGHT COMPANY
The Annual Meeting of Shareholders of Indianapolis Power
& Light Company will be held at the office of the Company, One Monument
Circle, Indianapolis, Indiana on Wednesday, April 19, 2000, at 10:00 A.M.
(Indianapolis Time), for the following purposes:
|
1.
|
To elect fifteen
(15) directors to hold office for terms of one year each and until their
successors are duly elected and qualified; and
|
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2.
|
To transact such
other business as may properly come before the meeting or any adjournment
thereof.
|
Shareholders of record at the close of business on
Wednesday, March 1, 2000, are entitled to notice of and to vote at the
Annual Meeting.
Proxies will not be solicited for this meeting and you
are requested not to send us a proxy. Shareholders are welcome to attend
the meeting in person and cast their votes by ballot on the issues presented
at the meeting.
By order of the Board of Directors.
|
INDIANAPOLIS
POWER &
LIGHT
COMPANY
|
|
By:
BRYAN
G. TABLER
, Secretary
|
Indianapolis,
Indiana
March 20,
2000
INDIANAPOLIS
POWER & LIGHT COMPANY
INFORMATION
STATEMENT
TABLE OF
CONTENTS
INDIANAPOLIS
POWER & LIGHT COMPANY
INFORMATION
STATEMENT
Relating to
the
Annual Meeting of
Shareholders
April 19,
2000
(Mailed on or
about March 20, 2000)
The following information is furnished in connection with
the Annual Meeting of Shareholders of Indianapolis Power & Light Company
(“IPL”) to be held April 19, 2000 at 10:00 A.M. (Indianapolis
Time) at the principal office of Indianapolis Power & Light Company, One
Monument Circle, Indianapolis, Indiana 46204.
At the close of business on December 31, 1983, IPL became
a subsidiary of IPALCO Enterprises, Inc. (“IPALCO”) and, as a
result, IPALCO owns all 17,206,630 outstanding shares of IPL’s Common
Stock. There are also 591,353 shares of IPL’s Cumulative Preferred
Stock outstanding.
Since IPALCO’s ownership represents more than 93% of
the total votes that could be cast for the election of directors, and
shareholders do not have cumulative voting rights, the Board of Directors
considered it inappropriate to solicit proxies for IPL’s Annual Meeting
of Shareholders. Please be advised, therefore, that this is only an
Information Statement. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY. However, if you wish to vote your
shares of Cumulative Preferred Stock, you may do so by attending the meeting
in person and casting your vote by a ballot which will be provided for that
purpose.
Management is not presently aware of any business to be
presented at the Annual Meeting other than the election of directors. The
minutes of the Annual Meeting of Shareholders held April 21, 1999 will be
presented for approval at the 2000 Annual Meeting; however, such action is
not intended to constitute approval or disapproval of any matter referred to
in such minutes.
Shareholder
Proposals for 2001 Annual Meeting
If a shareholder intends to present a proposal at the
Annual Meeting of Shareholders to be held April 18, 2001, the proposal must
be received by the Corporate Secretary not later than November 20, 2000 for
inclusion in IPL’s proxy or information statement and form of proxy, if
applicable. The proposal must comply in all respects with the rules and
regulations of the Securities and Exchange Commission and the By-Laws of
IPL. Under IPL’s By-Laws, other proposals which are not included in the
proxy or information statement will be considered untimely and will not be
presented at that meeting unless they are received by the Secretary of IPL
in writing, no later than January 31, 2001.
RELATIONSHIP WITH AUDITOR
Deloitte & Touche LLP (the “Auditor”) with
offices at Bank One Center/Tower, 111 Monument Circle, Suite 2000,
Indianapolis, Indiana, has been the auditor for IPL since the year 1952, and
was appointed by the Board of IPALCO upon recommendation of the Audit
Committee to serve as such during the current year. A representative of the
Auditor will be present at the Annual Meeting of Shareholders and will be
given an opportunity to make a statement and to respond to appropriate
questions from shareholders.
VOTING SECURITIES AND BENEFICIAL OWNERS
On January 15, 2000, IPL had outstanding 17,206,630 shares
of Common Stock and 591,353 shares of Cumulative Preferred Stock issued in
five (5) separate series. Each share of Cumulative Preferred Stock entitles
its owner to two (2) votes, and each share of Common Stock entitles its
owner to one (1) vote upon each matter to come before the meeting. Only
shareholders of record at the close of business on Wednesday, March 1, 2000,
will be entitled to vote at the meeting or at any adjournment
thereof.
At January 15, 2000, the following beneficial owners held
more than 5% of a class of IPL’s voting securities:
| Title of
Class |
|
Name and Address
of
Beneficial Owner |
|
Amount and Nature
of Beneficial
Ownership |
|
Percent
of Class |
|
| Common
Stock |
|
IPALCO Enterprises,
Inc.
One Monument Circle
Indianapolis, IN 46204 |
|
17,206,630 shares
(1) |
|
100 |
% |
(1)
|
IPALCO Enterprises,
Inc. has sole power to vote and dispose of all shares shown as
beneficially owned by it.
|
Election of
Fifteen Directors
The Executive Committee of IPL’s Board of Directors
nominated 15 nominees for election as directors at its Annual Meeting for
terms of one year each and until their successors are duly elected and
qualified. All nominees currently are members of the Board and all nominees
have consented to serve if elected. The nominees for director and the names,
ages, (as of April 19, 2000), job experience and directorships of such
nominees are as follows:
Joseph D.
Barnette, Jr., 60, Chairman of Bank One, Indiana, NA, since March, 1997.
Prior to that, Mr. Barnette was Chairman and Chief Executive Officer of Bank
One, Indianapolis, NA (October, 1994-March, 1997), Chairman and Chief
Executive Officer (January, 1993-December, 1998), and President and Chief
Executive Officer (July, 1990-January, 1993) of Banc One Indiana
Corporation, and President and Chief Executive Officer of Bank One,
Indianapolis, NA (January, 1990-October, 1994). He is a director of IPALCO
and Meridian Insurance Group, Inc. He has been a director of IPL since
January, 1993.
Robert A. Borns,
64, Chairman of Borns Management Corporation (real estate owners and
managers), Indianapolis, Indiana since 1961, and Chairman of Correctional
Management Company L.L.C. since 1996. Mr. Borns serves on numerous boards,
including the Board of Trustees of Indianapolis Museum of Art; Indianapolis
Symphony Orchestra; Indiana University Foundation; and St. Vincent Hospital
Advisory Board. He is also a director of IPALCO; Standard Management
Corporation; and Artistic Media Partners. He has been a director of IPL
since April, 1986 (excluding the period March 15 to August 23,
1993).
Daniel R. Coats,
56, Special Counsel, Verner, Liipfert, Bernhard, McPherson and Hand
since February 1, 1999. Senator Coats represented the State of Indiana in
the U.S. Senate from 1988 to 1998, and represented Indiana’s Fourth
District in the U.S. House of Representatives from 1981 to 1988. Senator
Coats currently serves as National Board President of Big Brothers Big
Sisters of America, an organization he has been associated with since 1972.
He is also a board member of the International Republican Institute and the
Wheaton College Board of Visitors.
Mitchell E.
Daniels, Jr., 51, Senior Vice President, Corporate Strategy and Policy,
Eli Lilly and Company (pharmaceuticals manufacturer), Indianapolis, Indiana.
During the period April 1, 1993 to January 6, 1996, Mr. Daniels was
President, North American Pharmaceutical Operations of Eli Lilly and
Company. Prior to that time, he was Vice President, Corporate Affairs of Eli
Lilly and Company and President and Chief Executive Officer of Hudson
Institute, Inc. (March, 1987 to August, 1990). He is a director of IPALCO
and has been a director of IPL since November, 1989.
Rexford C. Early,
65, President of Carlisle Insurance Agency, Inc., Indianapolis, Indiana,
a position he has held for more than five years. Mr. Early was Chairman of
the Indiana Republican Party from March, 1991 to March, 1993. He is a
trustee of the Indianapolis Foundation and served as its Chairman in 1998,
and he is a trustee of the English Foundation. He is a director of IPALCO
and has been a director of IPL since August, 1993.
Otto N. Frenzel
III, 69, Chairman, Executive Committee, National City Bank of Indiana,
Indianapolis, Indiana. Mr. Frenzel has held his present position since
January, 1996. For more than 3 years prior to that time, Mr. Frenzel was
Chairman of the Board of National City Bank, Indiana. Prior to May, 1992,
Mr. Frenzel was Chairman of the Board of Merchants National Bank & Trust
Company of Indianapolis and Chairman of the Board of Merchants National
Corporation. He is a director of IPALCO; American United Life Insurance
Company; and Baldwin & Lyons, Inc. He has been a director of IPL since
April, 1977.
Max L. Gibson, 59,
President of Majax Corporation (waste consulting firm), Terre Haute,
Indiana, for the past five years. For more than five years prior to his
consulting work, Mr. Gibson was President of Victory Services Corporation
(waste disposal), Terre Haute, Indiana. He is a director of IPALCO; First
Financial Corporation; Terre Haute First National Bank; and First State
Bank, Brazil, Indiana. He has been a director of IPL since August,
1993.
John R. Hodowal,
55, Chairman of the Board and President of IPALCO and Chairman of the
Board and Chief Executive Officer of IPL. Except for the Chairmanship of IPL
which he assumed in February, 1990, Mr. Hodowal has held his current
positions since May, 1989. For some years prior to that time, he was Vice
President and Treasurer of IPALCO and Executive Vice President of IPL. He is
a director of IPALCO and has been a director of IPL since April,
1984.
Ramon L. Humke,
67, Vice Chairman of IPALCO and President and Chief Operating Officer of
IPL. Prior to February, 1990 when he assumed his present position with IPL,
Mr. Humke was President and Chief Executive Officer of Ameritech Services
and Senior Vice President of Ameritech Bell Group (September, 1989
—February, 1990) and President and Chief Executive Officer of Indiana
Bell Telephone Company (October, 1983—September, 1989). He is a
director of IPALCO; LDI Management, Inc.; Chairman of the Board of Monument
Advisors, LLC; and is Chairman of the Boards of Meridian Mutual Insurance
Company and Meridian Insurance Group, Inc. He has been a director of IPL
since February, 1990.
Andre B. Lacy, 60,
General Partner and Chief Executive of LDI, Ltd. (an industrial and
investment limited partnership), Chairman of the Board, Chief Executive
Officer and President of LDI Management, Inc., the managing general partner
of LDI, Ltd.; and Chairman and Chief Executive Officer of all subsidiaries
and divisions thereof. He has held his present positions for more than 5
years. He is a director of IPALCO; FinishMaster, Inc.; Herff Jones;
Patterson Dental Co.; and The National Bank of Indianapolis. He has been a
director of IPL since April, 1987.
L. Ben Lytle, 53,
Chairman, Anthem Insurance Companies, Inc. (insurance and financial
services), Indianapolis, Indiana. He retired as President and Chief
Executive Officer on October 22, 1999, positions he had held since 1989. He
served as Chairman from March, 1994 to March, 1996, was re- elected Chairman
in November, 1997. He is a director of IPALCO; Duke Realty Investments,
Inc.; Central Newspapers, Inc.; All Scripts, Inc.; CID Ventures; and Anthem
Insurance Companies, Inc. and its subsidiaries. He has been a director of
IPL since April, 1992.
Michael S.
Maurer, 57, Chairman of the Board of The National Bank of Indianapolis
since December, 1993. Mr. Maurer is Chairman of the Board of MyStar
Communications Corporation (radio station operations), a position he has
held for more than five years; and Chairman of the Board of IBJ Corporation
(newspaper publisher) since December, 1990. He is a director of IPALCO and
has been a director of IPL since January, 1993.
Andrew J. Paine,
Jr., 62, Retired: Prior to his retirement in October, 1998, Mr. Paine
was President and Chief Executive Officer of NBD Bank NA, and Executive Vice
President of First Chicago NBD Corporation. In his position with NBD Bank,
NA, he directed the operation of all NBD banks in Indiana. In 1981, Mr.
Paine was named Vice Chairman of Indiana National Bank, and was elected
Executive Vice President of NBD Bancorp after it acquired INB in 1992. Mr.
Paine was named Chief Executive Officer of NBD Indiana, Inc. in June, 1994
and Executive Vice President of First Chicago NBD Corporation in 1995. He is
a director of IPALCO; Indianapolis Life Insurance Company; and Bankers Life
Insurance Company of New York. He has been a director of IPL since May,
1997.
Sallie W. Rowland,
67, Chairman of Rowland Design, Inc. (an architectural, interiors and
graphic design firm), Indianapolis, Indiana, and Chairman and Chief
Executive Officer of Rowland Design of Kentucky, Inc., Louisville, Kentucky,
positions she has held for more than 5 years. Mrs. Rowland serves on various
community boards including the Indianapolis Chamber of Commerce, Central
Indiana Corporate Partnership and Indianapolis Convention and Visitors
Association. She is a director of IPALCO; Meridian Insurance Group, Inc.;
and Meridian Mutual Insurance Company. She has been a director of IPL since
April, 1988.
Thomas H. Sams,
58, President and Chief Executive Officer, Waldemar Industries, Inc. (an
investment holding company), Indianapolis, Indiana, and an officer of
various subsidiary and affiliated corporations thereof. Mr. Sams has held
these positions since 1966. He is a director of IPALCO and Meridian
Insurance Group, Inc. He has been a director of IPL since April,
1986.
INFORMATION REGARDING THE BOARD OF DIRECTORS
Procedure To
Propose Nominees For Director
IPL will accept timely recommendations by shareholders of
proposed nominees for director. All such proposals must be received by IPL
’s Corporate Secretary not later than January 2 of any year for
consideration at that year’s Annual Meeting of Shareholders. The
Executive Committee will review nominees proposed by shareholders in the
same manner as other proposed nominees.
Number of Board
Meetings and Attendance
Each director of IPL is elected for a term of one year and
until his or her successor is duly elected and qualified. During the year
1999, the Board of Directors of IPL held 7 meetings. Its Executive Committee
and Audit Committee held a total of 9 meetings. Each director attended more
than 77% of the aggregate of Board meetings and assigned committee meetings.
On average, all directors attended more than 91% of Board and committee
meetings held in 1999.
STANDING
COMMITTEES OF THE BOARD
| Board
Member |
|
Board |
|
Audit |
|
Executive |
|
| Joseph D. Barnette,
Jr. |
|
3 |
|
|
|
|
|
|
|
|
| Robert A.
Borns |
|
3 |
|
|
|
|
|
3 |
|
|
| Mitchell E.
Daniels, Jr. |
|
3 |
|
|
|
|
|
|
|
|
| Rexford C.
Early |
|
3 |
|
|
|
|
|
|
|
|
| Otto N. Frenzel
III |
|
3 |
|
|
|
|
|
3 |
|
|
| Max L.
Gibson |
|
3 |
|
|
|
|
|
|
|
|
| John R.
Hodowal |
|
3 |
* |
|
|
|
|
3 |
* |
|
| Ramon L.
Humke |
|
3 |
|
|
|
|
|
3 |
|
|
| Andre B.
Lacy |
|
3 |
|
|
3 |
|
|
3 |
|
|
| L. Ben
Lytle |
|
3 |
|
|
|
|
|
|
|
|
| Michael S.
Maurer |
|
3 |
|
|
3 |
|
|
|
|
|
| Andrew J. Paine,
Jr. |
|
3 |
|
|
3 |
|
|
|
|
|
| Sallie W.
Rowland |
|
3 |
|
|
3 |
* |
|
|
|
|
| Thomas H.
Sams |
|
3 |
|
|
|
|
|
3 |
|
|
| Meetings held in
1999 |
|
7 |
|
|
3 |
|
|
6 |
|
| Audit: |
|
Examines and
inquires into the effectiveness of auditing, accounting, financial
reporting and internal
control functions. Recommends the appointment of the auditor, reviews the
scope of the audit, reviews
the auditor’s report and makes appropriate recommendations to the Board
after such review. All
members are non-employee directors. |
|
|
| Executive: |
|
May act on behalf
of the Board when the full Board is not is session. Performs the functions
of a
nominating committee. It reviews the qualifications of candidates to stand
for election to the Board of
Directors and makes specific recommendations with respect thereto. In
addition, the Executive
Committee considers and recommends the declaration of dividends. |
Compensation
Committee Interlocks and Insider Participation
There is no standing Compensation Committee of the Board
of Directors of IPL. Mr. John R. Hodowal and Mr. Ramon L. Humke consult with
the Compensation Committee of the Board of Directors of IPALCO concerning
the base salary component of executive officer compensation. Mr. Frenzel is
Chairman, and Messrs. Borns, Early, Gibson, and Sams are the members of
IPALCO’s Compensation Committee. However, Mr. Hodowal and Mr. Humke do
not participate in discussions with the Compensation Committee with regard
to their own compensation. IPL’s President and Chief Operating Officer,
Mr. Ramon L. Humke, is a member of the Compensation Committee of the Board
of Directors of LDI Management, Inc. Mr. Andre B. Lacy is Chairman of the
Board, Chief Executive Officer and President of LDI Management, Inc. and is
also a director of IPL.
Compensation of
Directors
Employee directors receive no compensation other than
their normal salary for serving on the Board or its committees. Non-employee
directors receive the following fees for their service on the
Board:
| Annual Retainer
Fees: |
|
|
|
|
Board of Directors |
|
$10,000 |
|
Executive Committee |
|
15,000 |
|
Audit Committee |
|
4,000 |
|
| Meeting
Fees: |
|
|
|
|
Board of Directors |
|
$
1,000 |
|
Executive Committee |
|
0 |
|
Audit Committee |
|
1,000 |
The Chairperson of the Audit Committee receives an
additional fee of $1,500 annually. Directors of IPALCO and its subsidiaries
are limited to two annual fees. Members of the Executive and Audit
Committees of both IPALCO and IPL are limited to one annual fee.
Outside directors of IPALCO receive an annual grant of
options to purchase 6,000 shares of IPALCO common stock on May 1 of each
year, if they have served as a director of IPALCO for the prior 12 months.
The options become exercisable six months after the date of grant. The
exercise price of these options is equal to the fair market value of IPALCO
’s common stock on the date of grant. The options expire after ten
years.
Directors may elect to defer part or all of their annual
retainer, attendance or committee fees under a non-qualified, unfunded
deferred compensation plan. Deferred amounts earn interest equal to IPL
’s cost of capital as determined by the Indiana Utility Regulatory
Commission in IPL’s last general retail electric rate order, unless
otherwise determined by the Compensation Committee.
Certain Business
Relationships
During 1999, companies associated with Anthem Insurance
Companies, Inc. (“Anthem”) administered health care programs for
IPALCO and its subsidiaries, including IPL, under contracts that involve
payments to Anthem aggregating approximately $17.5 million. Mr. L. Ben Lytle
is Chairman of Anthem.
IPL engaged Rowland Design, Inc. for architectural and
design services for certain improvements to IPL’s corporate offices
located at One Monument Circle. During 1999, IPL paid fees of approximately
$95,800 under such agreements. Mrs. Sallie W. Rowland is Chairman of Rowland
Design, Inc.
Vote Required For
Election of Directors
Under Indiana law, directors are elected by plurality vote
at a meeting where a quorum (a majority of shares issued and outstanding) is
present. Shares represented for any purpose are deemed present for quorum
purposes. Withheld votes and broker non-votes will not impact the outcome of
the election of directors.
BOARD COMPENSATION COMMITTEE REPORT
ON EXECUTIVE
COMPENSATION
Compensation
Policies Relating Generally to Executive Officers
The Compensation Committee (“Committee”) of the
Board of Directors (“Board”) of IPALCO Enterprises, Inc. (
“IPALCO”), in consultation with its outside advisor, establishes
the compensation policies of IPALCO and its subsidiaries, including IPL,
with regard to all officers. The Committee recommends to the Board the
adoption or amendment of compensation plans for officers, including the
named executive officers. On authority of the full Board, the Committee
administers all such plans, including establishing officers’ base
salary levels, reviewing and approving performance measures and goals for
both annual and long-term incentive plans, and approving incentive
awards.
The Committee is made up of five non-employee directors
whose philosophy is to attract, retain, and motivate a high quality
management team by providing a strong and direct link between IPALCO
performance and officer compensation, with a significant portion of total
compensation being dependent upon measurable performance objectives. The
compensation program for named executive officers and other selected
officers had four basic components in 1999: base salary, a performance-based
annual incentive plan, a long-term performance and restricted stock
incentive plan, and a stock option plan. It is the policy of the Committee
that the compensation program should directly link executive and shareholder
interests.
Base
Salary
During 1999 the Committee thoroughly reviewed base salary
of officers, including the named executive officers, in light of IPALCO
’s transformation from a more traditional utility to a more general
industry company. The Committee agreed to continue following the base salary
structure prepared in 1998 by the outside consultant based on general
industry S & P 500 and S & P Mid-Cap 400 companies with comparable
market value to IPALCO. The base salary structure was designed for the
three-year period 1998 through 2000, uses six broadbanded pay ranges with
band assignment made based on the external market and internal role within
IPALCO, and provides the ability to pay base salaries within a 40th to 75th
percentile range. Another component of the base salary structure is the
departure from annual salary increases to perhaps, and in most cases,
increases once every three years. Exception to base salary increases once
every three years would be new officers paid below median or officers
performing at a truly exceptional level. No named executive officer received
a 1999 base salary increase.
The Committee established 1999 base salaries for officers,
including the named executive officers, between the 40th to 75th percentile
for similar positions within comparable market value S & P 500 and S
& P Mid-Cap 400 general industry companies. The Committee considered
both company and individual performance in approving the range of 1999 base
salary increases, if any, and if the increase was for a one-year or two-year
period.
In 1999 seventeen officers, including all named executive
officers, received the same base salary as in 1998 while five officers
received a base salary increase covering the next two-year period. The total
1999 officers base salaries were 2.5% greater than the total 1998 officers
base salaries.
The comparative compensation data for electric utility
industry competitors used by the Committee was derived from an executive
compensation database maintained by the outside consultant and the annual
Edison Electric Institute Executive Compensation Survey. Data for general
industry was drawn from three national executive compensation surveys
provided by the outside consultant and from an analysis prepared by the
outside consultant on comparable executive position compensation within the
S & P 500 and S & P Mid-Cap 400 general industry companies with
market values of between $1.5 billion and $3.0 billion (202 companies met
this criteria).
Annual Incentive
Plan
The IPALCO Annual Incentive Plan is a performance-based
plan which measures company performance in four equally weighted criteria:
Net Income, Customer Satisfaction, Productivity, and Budget Compliance.
Target awards are set at comparable market value general industry medians.
Participants in the Plan are approved in advance of the plan year by the
Committee. All participants, including the named executive officers, are
measured against performance goals which are established by the Committee
and announced at the beginning of the year. Goals are set at Threshold,
Target, and Maximum levels, with Threshold performance required for any
award in each criterion; however, if the Threshold goal for Net Income is
not met, no payout is made regardless of the performance in any other
criteria. Each performance level is assigned an award value, with
interpolation for performance between levels. For named executive officers,
performance at Threshold, Target, and Maximum levels respectively warrants a
payout of 10%, 22.5%, and 35% of base salary. Factors ranging from .75 to
3.0 are applied to the award percentage based upon the participant’s
position.
The Plan permits the reduction or elimination of an award
should an individual participant’s performance be below expectations.
No awards were reduced in 1999.
For 1999, the Company met the Maximum performance goals in
three of the four performance measures: Net Income, Customer Satisfaction
and Productivity. Budget Compliance performance was between Target and
Maximum level.
Long-Term
Performance and Restricted Stock Incentive Plan
The performance-based restricted stock plan is designed to
focus the attention of prospective participants on long-term company
objectives and performance. Participation is subject to Committee approval
and is limited to key employees (including non-officers) who contribute on a
continuing basis to the strategic and long-term growth of the
Company.
Program II (1998-2000) of the Plan measures Company
performance in Total Return to Shareholders compared to companies comprising
the S & P 500 Index on January 1, 1998. Target awards are set
approximately at comparable market value general industry medians.
Conditional restricted stock grants (reflecting the March 18, 1999 stock
split), at target levels ranging from 40 shares per $1,000 of base
compensation to 100 shares per $1,000 of base compensation, are awarded at
the beginning of each three-year performance period. Final awards will be 0
– 400% of the initial awards based upon IPALCO’s ranking in Total
Return to Shareholders among the S & P 500 companies over the
performance period, with one-third of the shares to be paid during each of
the fourth (2001), fifth (2002), and sixth (2003) years after the beginning
of the performance period. The performance period for Program II will end
December 31, 2000. On December 31, 1998, the end of the first year in the
three-year performance period, IPALCO ranked in the top quartile, 99th among
the S & P 500 companies. On December 31, 1999, the end of the second
year in the three-year performance period, IPALCO ranked 387 among the S
& P 500 companies.
Program I (1995-1997) of the Plan measured Company
performance in Total Return to Shareholders and in Cost Effective Service
(net income as a percentage of utility revenues) compared with the
performance of a Peer Group of 15 comparable utilities. Criteria for
selection of peer companies included revenue size and sources,
market-to-book ratio, fuel source, and dividend yield, among other criteria.
Target awards were set approximately halfway between general industry and
utility medians. Conditional restricted stock grants, at Target levels
ranging from 10% to 35% of base salary, were awarded at the beginning of the
three-year performance period. Final awards were based upon IPALCO’s
ranking within the Peer Group over the performance period, with one-third of
the shares paid during each of the fourth (1998), fifth (1999), and sixth
(2000) years after the beginning of the performance period. The performance
period for Program I ended December 31, 1997 with IPALCO ranked 1st in Total
Return to Shareholders and 1st in Cost Effective Service.
Using the schedule specified in the Plan for the level
of performance achieved under Program I, and an IPALCO Common Stock market
value on December 31, 1998 of $27.59, adjusted for the March 18, 1999 stock
split, the named executive officers received incentive payments for the
second Program I payout totaling $2,339,173 in 1999.
Stock
Options
The Compensation Committee strongly believes management is
in a position to exert the greatest influence on those strategic decisions
which affect IPALCO’s long-term financial success and the creation of
shareholder value. Thus, the Compensation Committee has maintained a posture
that particularly senior officers, including the named executive officers,
should have a portion of their long-term incentive compensation tied
directly to the stock price performance. Consistent with the Compensation
Committee’s three-year grant program (last initiated in early 1997), on
December 30, 1999, one named executive officer was granted 115,000 stock
options at an exercise price of $16.63 per share, vesting immediately and,
on January 3, 2000, all named executive officers were granted a total of
1,130,000 stock options at an exercise price of $16.41 per share, vesting
immediately. In addition, under the three-year grant program, the
Compensation Committee, on January 3, 2000, granted a total of 825,000 stock
options at an exercise price of $16.41 per share, vesting immediately, to
eleven officers and eight non-officers.
Basis for Chief
Executive Officer’s Compensation
The Chief Executive Officer’s (“CEO”)
compensation continues to be directly and explicitly linked to IPALCO
performance with consideration given to the Committee’s assessment of
his individual performance. The Committee thoroughly reviews the CEO’s
performance, including strategic direction, leadership and management team
development, as well as overall company performance. The Committee’s
review is both subjective and objective. IPALCO performance data used in the
incentive plans plus other financial, operations, service, and
administrative data are considered.
Total 1999 compensation for the CEO (including base
salary, Annual Incentive Plan payment, and stock associated with the
Long-Term Performance and Restricted Stock Incentive Plan and stock options)
is shown in Tables I and II. His total compensation was above the median of
comparable electric utility industry CEO’s but was below the median of
CEO compensation in comparable market value and high-performing general
industry companies.
At Target performance, under the current compensation
program, approximately 58% of the CEO’s total direct compensation is
variable and at risk. During 1999, approximately 71% of the CEO’s
actual total direct compensation was at risk.
Deductibility of
Executive Compensation
Section 162(m) of the Internal Revenue Code will not
permit a public corporation to deduct, for federal income tax purposes,
annual compensation in excess of $1 million paid to certain top executives,
unless that compensation qualifies as “performance based”
compensation. This limitation will have insignificant impact on IPALCO with
respect to executive compensation paid in 1999. The Committee continues to
review this issue with the present intent to limit Section 162(m) where
appropriate to ensure the continued deductibility of its executive
compensation.
|
The Compensation
Committee of the
|
|
Board of
Directors of IPALCO Enterprises, Inc.
|
|
Otto N. Frenzel
III, Chairman
|
COMPENSATION OF EXECUTIVE OFFICERS
Nature and Types
of Compensation
The three tables that follow disclose all plan and
non-plan compensation awarded to, earned by, or paid to the Chairman of the
Board and Chief Executive Officer (“CEO”) and to the four named
executive officers other than the CEO who are the most highly compensated
key policy-making executive officers of IPL. The tables include a Summary
Compensation Table (Table I), a table showing Option/SAR Grants in
Last Fiscal Year (Table II), and an Aggregated Option/SAR Exercises
In Last Fiscal Year and Fiscal Year-End Option/SAR Values Table (Table
III). No table is presented for Long-Term Incentive Plans since the
issuance of restricted stock under the Long-Term Performance and Restricted
Stock Incentive Plan is included in the Summary Compensation Table (Table
I).
SUMMARY
COMPENSATION TABLE
TABLE
I
| |
|
|
|
Long-Term
Compensation
|
|
|
Name and
Principal Position
|
|
Annual
Compensation
|
|
Awards
|
|
Awards
|
|
Payouts
|
|
All Other
Compen-
sation(6)
($)
|
| |
Year
|
|
Salary
($) (1)
|
|
Bonus
($)
|
|
Other
Annual
Compen-
sation(2)
($)
|
|
Restricted
Stock
Awards(3)
($)
|
|
Securities
Underlying
Options/
SARs(4)
(#)
|
|
LTIP
Payouts
(5) ($)
|
|
| John R.
Hodowal |
|
1997 |
|
$532,958 |
|
$468,125 |
|
$70,087 |
|
- 0
- |
|
500,000 |
|
$127,550 |
|
$
5,831 |
| Chairman &
CEO |
|
1998 |
|
637,897 |
|
677,250 |
|
1,693,360 |
|
$1,586,497 |
|
- 0
- |
|
757,607 |
|
6,400 |
| |
|
1999 |
|
698,972 |
|
715,617 |
|
1,736,412 |
|
- 0
- |
|
115,000 |
|
997,670 |
|
6,400 |
| |
|
| Ramon L.
Humke |
|
1997 |
|
$450,778 |
|
$395,937 |
|
$
236,242 |
|
- 0
- |
|
250,000 |
|
$106,147 |
|
$5,831 |
| President &
COO |
|
1998 |
|
480,990 |
|
508,375 |
|
841,754 |
|
$1,348,452 |
|
- 0
- |
|
635,481 |
|
6,400 |
| |
|
1999 |
|
499,269 |
|
513,617 |
|
259,104 |
|
- 0
- |
|
- 0
- |
|
836,846 |
|
6,400 |
| |
|
| John R.
Brehm |
|
1997 |
|
$240,781 |
|
$
84,595 |
|
$
7,512 |
|
- 0
- |
|
150,000 |
|
$
39,858 |
|
$
5,630 |
| SVP,
Finance |
|
1998 |
|
277,859 |
|
147,297 |
|
36,288 |
|
$
518,399 |
|
- 0
- |
|
199,492 |
|
6,757 |
| |
|
1999 |
|
299,561 |
|
153,563 |
|
56,951 |
|
- 0
- |
|
- 0
- |
|
262,704 |
|
6,397 |
| |
|
| Bryan G.
Tabler |
|
1997 |
|
$225,742 |
|
$
79,310 |
|
$
20,053 |
|
- 0
- |
|
90,000 |
|
$
21,197 |
|
$
5,081 |
| SVP, Secretary
& General |
|
1998 |
|
234,268 |
|
82,437 |
|
58,294 |
|
$
346,525 |
|
- 0
- |
|
183,733 |
|
5,714 |
| Counsel |
|
1999 |
|
239,656 |
|
82,287 |
|
22,604 |
|
- 0
- |
|
- 0
- |
|
241,953 |
|
6,397 |
| |
|
| Joseph A.
Gustin |
|
1997 |
|
$209,206 |
|
$
42,000 |
|
$
11,390 |
|
- 0
- |
|
90,000 |
|
$
33,768 |
|
- 0
- |
| VP, Information
Services |
|
1998 |
|
209,206 |
|
55,125 |
|
4,576 |
|
$
216,234 |
|
- 0
- |
|
- 0
- |
|
- 0
- |
| |
|
1999 |
|
209,696 |
|
70,301 |
|
25,166 |
|
- 0
- |
|
- 0
- |
|
- 0
- |
|
- 0
- |
FOOTNOTES TO
SUMMARY COMPENSATION TABLE
(1)
|
The named executive
officers did not receive a salary increase from 1998 to 1999. Salary
increases, if applicable take effect in May. The 1998 figures reflect 4
month’s pay at the 1997 base salary rates and 8 month’s pay at
the 1998 base salary rates while 1999 figures reflect 12 month’s pay
at the 1998 base salary rates.
|
(2)
|
Represents taxes
paid by IPALCO and/or IPL on accrued interest and contributions of
principal under the Funded Supplemental Retirement Plan (See “Pension
Plans”). Includes $17,783, $38,751 and $14,683 earned in above market
interest on deferred compensation for Mr. Humke in 1997, 1998, and 1999,
respectively. Includes $6,754 earned in above market interest on deferred
compensation for Mr. Hodowal in 1999.
|
(3)
|
Restricted common
stock awards pursuant to the IPALCO Enterprises, Inc. Long-Term
Performance and Restricted Stock Incentive Plan (the “Restricted
Stock Plan”) are valued at the closing market price as of the date of
the award. Dividends on the restricted common stock are payable to the
named officers. Amounts shown for 1998 represent shares awarded in
January, 1998 under the 1995-1997 performance period (Cycle 1) as a result
of IPALCO’s performance during that period and to reflect actual
salary during that period, and shares awarded in January, 1998 for the
1998-2000 performance period (Cycle 2) as follows:
|
| |
|
Cycle
1
|
|
Cycle
2
|
| John R.
Hodowal |
|
11,566
shares |
|
$484,731 |
|
26,750
shares |
|
$1,101,766 |
| Ramon L.
Humke |
|
9,940
shares |
|
$416,585 |
|
22,625
shares |
|
$
931,867 |
| John R.
Brehm |
|
2,868
shares |
|
$120,198 |
|
9,668
shares |
|
$
398,201 |
| Bryan G.
Tabler |
|
2,701
shares |
|
$113,198 |
|
5,665
shares |
|
$
233,327 |
| Joseph A.
Gustin |
|
- 0 -
shares |
|
- 0
- |
|
5,250
shares |
|
$
216,234 |
|
The total shares
awarded under Cycle 1 vest in one-third increments in the years 1998, 1999
and 2000 and are paid out in cash or stock, at the election of the named
officer. Under the terms of the Restricted Stock Plan, no additional
shares will be awarded to the named officers before 2001. Upon completion
of the performance period for Cycle 2, the total shares to be awarded will
be 0-400% of the award listed. This total will vest in one-third
increments in the years 2001, 2002, and 2003 and is paid out in cash or
stock, at the election of the named officer.
|
|
Restricted common
stock holdings and the values thereof based on the closing price of the
common stock at year end of $17.0625 are as follows:
|
| John R.
Hodowal |
|
89,656
shares |
|
$1,529,756 |
| Ramon L.
Humke |
|
75,574
shares |
|
$1,289,481 |
| John R.
Brehm |
|
28,856
shares |
|
$
492,356 |
| Bryan G.
Tabler |
|
20,098
shares |
|
$
342,922 |
| Joseph A.
Gustin |
|
10,500
shares |
|
$
179,156 |
(4)
|
No options have
stock appreciation rights. The 1997 stock option award figures have been
adjusted to reflect the 2-for-1 common stock split issued in March,
1999.
|
(5)
|
Payouts shown for
1997 were made pursuant to the 1990 Long-Term Incentive Plan (the
“LTIP Plan”). The LTIP Plan was replaced by the Restricted Stock
Plan and no additional payments will be made under the LTIP Plan. Payouts
shown for 1998 and 1999 were made pursuant to the Restricted Stock
Plan.
|
(6)
|
Represents
contributions made by IPL to the Trustee of the Employees’ Thrift
Plan.
|
OPTION/SAR GRANTS
IN LAST FISCAL YEAR
| Name |
|
Individual
Grants
|
|
Potential
Realizable
Value at Assumed
Annual Rates of
Stock Price
Appreciation
For Option Term
|
| |
Number of
Securities
Underlying
Options/
SARs
Granted
(#)(1) |
|
% of
Total
Options/
SARs
Granted to
Employees
In Fiscal
Year |
|
Exercise
or Base
Price (2)
($/Sh) |
|
Expiration
Date |
|
5%($)(3) |
|
10%($)(3) |
|
| John
R. Hodowal |
|
115,000 |
|
100% |
|
$16.63 |
|
12/30/09 |
|
$1,202,729 |
|
$3,047,952 |
(1)
|
All options are
exercisable immediately. None of the stock options contain stock
appreciation rights.
|
(2)
|
Equal to market
price on grant date.
|
(3)
|
These values are
not a prediction of what IPALCO believes the market value of its common
stock will be in the next 10 years. IPALCO does not know and cannot
determine whether its common stock will increase (or decrease) in value
over that period. The values shown in these columns are merely assumed
values required by, and calculated in accordance with, Securities and
Exchange Commission Rules.
|
TABLE
II
AGGREGATED
OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL
YEAR-END OPTION/SAR VALUES
| Name |
|
Shares
Acquired
On
Exercise (#) |
|
Value
Realized ($) |
|
Number of
Securities
Underlying
Unexercised
Options/SARs
at
FY-End(#) |
|
Value of
Unexercised
In-the-Money
Option/SARs
FY-End($)* |
|
|
|
Exercisable/
Unexercisable |
|
Exercisable/
Unexercisable |
|
| John R.
Hodowal |
|
- 0
- |
|
- 0
- |
|
115,000 |
(e) |
|
$
49,738 |
| |
|
|
|
|
|
- 0
- |
(u) |
|
- 0
- |
|
| Ramon L.
Humke |
|
- 0
- |
|
- 0
- |
|
382,254 |
(e) |
|
$943,300 |
| |
|
|
|
|
|
- 0
- |
(u) |
|
- 0
- |
|
| John R.
Brehm |
|
120,000 |
|
$1,089,750 |
|
- 0
- |
(e) |
|
- 0
- |
| |
|
|
|
|
|
- 0
- |
(u) |
|
- 0
- |
|
| Bryan G.
Tabler |
|
- 0
- |
|
- 0
- |
|
70,000 |
(e) |
|
$
96,075 |
| |
|
|
|
|
|
- 0
- |
(u) |
|
- 0
- |
|
| Joseph A.
Gustin |
|
8,104 |
|
$
123,502 |
|
90,000 |
(e) |
|
$123,525 |
| |
|
|
|
|
|
- 0
- |
(u) |
|
- 0
- |
*Based upon year-end closing market price of $17.0625 per
share of common stock.
TABLE
III
TABLE
IV
CUMULATIVE TOTAL
RETURN ASSUMING DIVIDEND REINVESTMENT
| |
|
1994 |
|
1995 |
|
1996 |
|
1997 |
|
1998 |
|
1999 |
|
| IPALCO |
|
100 |
|
135.28 |
|
153.28 |
|
242.92 |
|
328.61 |
|
208.49 |
|
| S&P
500 |
|
100 |
|
137.58 |
|
169.17 |
|
225.60 |
|
290.08 |
|
351.12 |
|
| S&P 500 ELEC
COMPANIES |
|
100 |
|
131.09 |
|
130.88 |
|
165.23 |
|
190.80 |
|
153.84 |
Source: Standard and
Poor’s Compustat Services, Inc.
Performance
Graph
The Performance Graph (Table IV) on the preceding
page plots the total cumulative return that shareholders of IPALCO received
(solid line) during the period from December 31, 1994 through December 31,
1999, compared with the total cumulative return to shareholders of companies
comprising the S & P 500 Index (dash line) and the S & P Electric
Companies Index (bold dash line).
Pension
Plans
Table V below illustrates the combined annual
retirement benefits computed on a straight-life annuity basis that are
payable under the Base Retirement Plan and the Funded Supplemental
Retirement Plan (assuming continuous employment to age 65) to named
executive officers having the remuneration and years of service
shown.
PENSION PLAN TABLE
(1)
| Remuneration |
|
Years of
Service |
|
| |
|
15 |
|
20 |
|
25 |
|
30 |
|
35 |
|
|
$125,000 |
|
$
75,000 |
|
$
75,000 |
|
$
75,000 |
|
$
75,000 |
|
$
75,000 |
|
150,000 |
|
90,000 |
|
90,000 |
|
90,000 |
|
90,000 |
|
90,000 |
|
175,000 |
|
105,000 |
|
105,000 |
|
105,000 |
|
105,000 |
|
105,000 |
|
200,000 |
|
120,000 |
|
120,000 |
|
120,000 |
|
120,000 |
|
120,000 |
|
225,000 |
|
135,000 |
|
135,000 |
|
135,000 |
|
135,000 |
|
135,000 |
|
250,000 |
|
150,000 |
|
150,000 |
|
150,000 |
|
150,000 |
|
150,000 |
|
300,000 |
|
180,000 |
|
180,000 |
|
180,000 |
|
180,000 |
|
180,000 |
|
400,000 |
|
240,000 |
|
240,000 |
|
240,000 |
|
240,000 |
|
240,000 |
|
450,000 |
|
270,000 |
|
270,000 |
|
270,000 |
|
270,000 |
|
270,000 |
|
500,000 |
|
300,000 |
|
300,000 |
|
300,000 |
|
300,000 |
|
300,000 |
|
600,000 |
|
360,000 |
|
360,000 |
|
360,000 |
|
360,000 |
|
360,000 |
|
700,000 |
|
420,000 |
|
420,000 |
|
420,000 |
|
420,000 |
|
420,000 |
|
(1)
|
This table takes
into account the latest Internal Revenue Code Section 415 benefit
limitations and Internal Revenue Code Section 401(a)(17) compensation
limitation applicable to the Base Retirement Plan. Benefits for both the
Base Retirement Plan portion and Funded Supplemental Retirement Plan
portion of the combined amounts have been shown without adjustment for
income taxes.
|
TABLE
V
IPL’s Employees’ Retirement Plan (the
“Base Retirement Plan”) covers all permanent employees with one
(1) year of service but excludes directors unless they are also officers.
It provides fixed benefits at normal retirement age based upon compensation
and length of service, the costs of which are computed actuarially. The
remuneration covered by the Plan includes “Salary” but excludes
“Bonus” and “Other Compensation,” annual or otherwise,
as those terms are used in the Summary Compensation Table (Table I).
Benefits are calculated on the basis of the highest average annual salary
in any 60 consecutive months of employment. Years of service for Pension
Plan purposes of named executive officers are as follows: Mr. Hodowal
—31, Mr. Humke—10, Mr. Brehm—24, Mr. Gustin—28, and Mr.
Tabler—5.
The Funded Supplemental Retirement Plan referred to above
is applicable to all senior officers, including the named executive
officers, and, at reduced benefits, to all other officers of IPALCO and
IPL. In addition to the Base Retirement Plan and Funded Supplemental
Retirement Plan benefits described above, the Funded Supplemental
Retirement Plan also provides Mr. Hodowal with a straight-life annuity of
$130,000 per year commencing at age 65, which benefit is reduced in
accordance with the other applicable provisions set forth in the Plan for
early retirement. Contributions and accrued interest credited during 1999
to the accounts of Messrs. Hodowal, Humke, Brehm, Gustin, and Tabler
amounted to $2,173,000, $307,071, $71,548, $31,616 and $28,398,
respectively (in addition to the federal, state and local income tax
payments reflected in Table I above). Contributions are based on
actuarial assessments of benefits projected to accrue to such officers
under the Funded Supplemental Retirement Plan upon termination of
employment at normal retirement age and at current salary
levels.
Employment
Contracts and Termination of Employment and Change-in-Control
Arrangements
IPALCO has an employment contract with Mr. Hodowal which
provides for an indefinite term that is convertible into a fixed 3-year
term upon notice. IPALCO has an employment contract with Mr. Humke which
provides for an indefinite term that is convertible into a fixed 1-year
term upon notice. Such contracts terminate upon death, total disability or
retirement. Should they be terminated without “cause” or resign
for “good reason” (as those terms are defined in the contract
—see below), the executives would continue to receive their Salary, as
that term is used in Table I above, for up to 3 years thereafter for Mr.
Hodowal, and for up to 1 year thereafter for Mr. Humke, less any severance
payments received from other agreements.
All officers of IPL have Termination Benefits Agreements,
dated on or after January 1, 1993. These Agreements provide for payment of
severance benefits equal to 299.99% of the last 5 years’ average
compensation (as defined in 280G of the Internal Revenue Code) payable by
IPALCO and its subsidiaries which was includable in the gross income of the
officer, if IPALCO or IPL undergoes an “acquisition of control”
while the agreement is in effect and if, within 3 years after an
acquisition of control, any such officer is terminated without “cause
” or resigns for “good reason,” as those terms are therein
defined (see below).
The term “without cause” is defined in the
employment contracts and Termination Benefits Agreements discussed above to
mean in the absence of fraud, dishonesty, theft of corporate assets or
other gross misconduct, as set out in a good faith determination of the
Board of Directors. The term “resign for good reason” is defined
in the same agreements to mean generally, and subject to lengthy
qualifications and amplification, demotion; assignment of duties
inconsistent with the officer’s status, position or responsibilities;
reduction in base salary or failure to grant annual increases commensurate
with increases of other officers; relocation of the headquarters of IPALCO
or IPL to a location outside Greater Indianapolis; or termination of the
executive’s participation in, or the existence of, an incentive
compensation, insurance or pension program. The term “acquisition of
control” in such contracts means, generally and subject to lengthy
amplification and qualifications therein, acquisition by any person,
entity, or group of 20% or more of the combined voting power of the
outstanding securities of IPALCO entitled to vote in the election of
directors, excluding acquisitions by or from IPALCO or any acquisition by
any employee benefit plan of IPALCO or IPL; change in majority membership
of the Board of Directors other than by normal succession; certain
reorganizations, mergers or consolidations resulting in control of the
reorganized, merged, or consolidated entity by persons not previously in
control of IPALCO; approval by the shareholders of complete liquidation or
dissolution of IPALCO, or of a sale of all or substantially all of its
assets to an entity not controlled by directors and holders of voting
securities who were directors and holders of voting securities of IPALCO
prior to the transaction.
A Benefit Protection Fund and Trust Agreement (
“Fund”) is also in effect to pay litigation expenses in the event
it becomes necessary for any officer to enforce the employment contracts
and Termination Benefits Agreements above described. The Fund is held in
trust by National City Bank of Indiana, and at December 31, 1999, the sum
of $1,027,364.50 was reserved in trust for such expenses.
By order of the Board of Directors.
|
INDIANAPOLIS
POWER &
LIGHT
COMPANY
|
|
By: BRYAN
G. TABLER
, Secretary
|
Indianapolis,
Indiana
March 20,
2000
