SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. __ )
Indianapolis Power & Light Co.
(Name of Issuer)
5.65% Preferred Stock
(Title of Class of Securities)
455434878000
(CUSIP Number)
March 31, 2000
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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455434878000
CUSIP No.
1) Name of Reporting Person
Lehman Brothers Holdings Inc.
S.S. or I.R.S. Identification No. of Above Person
13-3216325
2) Check the Appropriate Box if a Member of a Group
(a) ( )
(b) ( )
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
5) Sole Voting Power
140,000
6) Shared Voting Power
-0-
7) Sole Dispositive Power
140,000
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
140,000
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(---)
11) Percent of Class Represented by Amount in Row 9
28%
12) Type of Reporting Person
HC
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Item 1(a). Name of Issuer: Indianapolis Power & Light Co.
Item 1(b). Address of Issuer's Principal Executive Offices:
25 Monument Circle
PO Box 1595
Indianapolis, IN 46206-1595
Item 2(a). Name of Person Filing:
Lehman Brothers Holdings Inc.
Item 2(b). Address of Principal Business Office:
3 World Financial Center
New York, NY 10285
Item 2(c). Citizenship or Place of Organization:
Delaware
Item 2(d). Title of Class of Securities:
5.65% Preferred Stock
Item 2(e). CUSIP Number:
455434878000
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-
2(b) or (c), check whether the person filing is a:
(a) [ ] A broker or dealer under Section 15 of the 1934 Act
(b) [ ] A bank as defined in Section 3(a)(6) of the 1934 Act
(c) [ ] An insurance company as defined in Section 3(a)(19) of the 1934 Act
(d) [ ] An investment company registered under Section 8 of the Investment
Company Act of 1940
(e) [ ] An investment advisor in accordance with Rule 13d-1(b)(1)(ii)(E)
(f) [ ] An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F)
(g) [x] A parent holding company or control person in accordance with Rule 13d-1
(b)(1)(ii)(G)
(h) [ ] A savings association as defined in Section 3(b)of the Federal Deposit
Insurance Act
(i) [ ] A church plan that is excluded from the definition of investment company
under Section 3(c)(14)Of the Investment Company Act of 1940
(j) [ ] A group, in accordance with Rule 13d-1(b)(1)(ii)(J)
Item 4. Ownership
(a) Amount Beneficially Owned
See Item 9 of cover page
(b) Percent of Class:
See Item 11 of cover page
(c) Number of shares as to which the person has: (i) sole power to vote or to
direct the vote (ii) shared power to vote or to direct the vote (iii)sole
power to dispose or to direct the disposition (iv) shared power to dispose
or to direct the disposition
See Items 5-8 of cover page
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Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary which Acquired
the Security being Reported on by the Parent Holding Company or
Control Person
The relevant subsidiary is Lehman Brothers Inc., a Broker/Dealer
registered under Section 15 of the 1934 Act.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
[x] By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction
having that purpose or effect.
[ ] By signing below I hereby certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect.
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After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.
Dated: April 10, 2000
LEHMAN BROTHERS HOLDINGS INC.
By: /s/ Jennifer Marre
-------------------
Name: Jennifer Marre
Title: Vice President and Secretary
