SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934 (Amendment No. )
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Filed by a Party other than the Registrant[ ]
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[ ] Preliminary Proxy Statement
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[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
IPALCO Enterprises, Inc.
....................................................................
(Name of Registrant as Specified In Its Charter)
IPALCO Enterprises, Inc.
....................................................................
(Name of Person(s) Filing Proxy Statement)
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[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11: 1
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IPALCO ENTERPRISES, INC.
25 Monument Circle
P. O. Box 1595
Indianapolis, Indiana 46206-1595
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 20, 1994
TO THE SHAREHOLDERS OF
IPALCO ENTERPRISES, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
IPALCO Enterprises, Inc. will be held at the office of the corporation, 25
Monument Circle, Indianapolis, Indiana on Wednesday, April 20, 1994, at 11
o'clock A.M. (Eastern Standard Time), for the following purposes:
1. To elect five directors in Class II to hold office for terms of
three years each and until their successors are duly elected and
qualified; and
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors fixed Tuesday, March 8, 1994 as the record date
for determining the shareholders entitled to notice of, and to vote at, the
Annual Meeting and at any adjournment thereof.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THIS MEETING.
Whether or not you expect to be present at the meeting, you are urged to
fill in, date and sign the enclosed proxy and return it immediately in the
accompanying postage guaranteed envelope.
By order of the Board of Directors.
IPALCO ENTERPRISES, INC.
By: MARCUS E. WOODS, Secretary
Indianapolis, Indiana
March 17, 1994
IPALCO Enterprises, Inc.
PROXY STATEMENT
TABLE OF CONTENTS
ANNUAL MEETING INFORMATION ............................................ 1
Date, Time and Place of Annual Meeting ............................. 1
Proxy Revocable .................................................... 1
Solicitation of Proxies ............................................ 1
Other Business ..................................................... 1
Date of Receipt of Shareholder Proposals ........................... 2
RELATIONSHIP WITH AUDITOR ............................................. 2
VOTING SECURITIES AND BENEFICIAL OWNERS ............................... 2
Beneficial Owners of 5% or More of Common Stock .................... 2
Beneficial Ownership of Common Stock By Directors, Nominees
and Executive Officers .......................................... 3
DIRECTORS AND NOMINEES ................................................ 4
Election of Five Directors ......................................... 4
Nominees For Director To Be Elected At 1994 Annual Meeting ......... 4
CLASS II ........................................................ 4
Current Directors Whose Terms Expire in 1995 and in 1996 ........... 5
CLASS III ....................................................... 5
CLASS I ......................................................... 6
Vote Required For Election of Directors ............................ 7
Procedure To Propose Nominees For Director ......................... 7
Number Of Board Meetings and Attendance ............................ 7
Committees of the Board ............................................ 8
COMPENSATION OF EXECUTIVE OFFICERS .................................... 8
Nature and Types of Compensation ................................... 8
Summary Compensation - Table I .................................. 9
Option Grants - Table II ........................................ 10
Option Exercises - Table III .................................... 11
Long-Term Incentive Plans - Table IV ............................ 12
COMPENSATION OF DIRECTORS ............................................. 13
Standard Arrangements .............................................. 13
Other Arrangements ................................................. 13
Compensation Committee Interlocks and Insider Participation ........ 13
Certain Business Relationships ..................................... 14
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE
COMPENSATION ....................................................... 14
Compensation Policies Relating Generally to Executive Officers ..... 14
Base Salary ..................................................... 14
Annual Incentive Plan ........................................... 15
Long-Term Incentive Plan ........................................ 15
Stock Options ................................................... 16
Basis for Chief Executive Officer's Compensation ................... 16
Performance Graph - Table V ........................................ 17
Performance Graph .................................................. 18
Pension Plans ...................................................... 18
Pension Plan Table - Table VI ................................... 18
Employment Contracts and Termination of Employment and
Change-in-Control Arrangements .................................. 19
IPALCO ENTERPRISES, INC.
25 Monument Circle P. O. Box 1595
Indianapolis, Indiana 46206-1595
PROXY STATEMENT
For Annual Meeting of Shareholders
To Be Held April 20, 1994
(Mailed on or about March 18, 1994)
ANNUAL MEETING INFORMATION
Date, Time and Place of Annual Meeting
The information set forth in this Proxy Statement is furnished in
connection with the solicitation of the enclosed proxy by and on behalf of
the Board of Directors of IPALCO Enterprises, Inc. (``IPALCO'') for use at
its Annual Meeting of Shareholders to be held April 20, 1994 at 11:00
o'clock A.M. (EST) at the principal office of IPALCO, 25 Monument Circle,
Indianapolis, Indiana, pursuant to the foregoing Notice of Annual Meeting,
and at any adjournment of such meeting.
Proxy Revocable
A shareholder executing and delivering the enclosed proxy has the
unconditional right to revoke it
at any time before the authority granted thereby is exercised.
Solicitation of Proxies
This solicitation of proxies is being made by IPALCO and the expenses
thereof will be borne by IPALCO. The principal solicitation is being made
by mail, however, additional solicitation may be made by telephone,
telegraph or personal contact by officers and other employees of IPALCO and
its subsidiaries who will not be additionally compensated therefor. IPALCO
expects to reimburse broker-dealers and others for reasonable expenses of
forwarding proxy material to beneficial owners.
Other Business
Management is not aware of any business to be presented at the 1994
Annual Meeting other than the election of five directors. The minutes of
the Annual Meeting of Shareholders held April 21, 1993 will be presented
for approval at the 1994 Annual Meeting; however, such action is not
intended to constitute approval or disapproval of any matter referred to in
such minutes. If other matters are properly brought before the meeting, or
any adjournment thereof, the enclosed proxy gives discretionary authority
to the persons named therein to act in accordance with their best judgment
on such matters.
Date of Receipt of Shareholder Proposals
If a shareholder intends to present a proposal at the Annual Meeting
of Shareholders to be held April 19, 1995, the proposal must be received by
the Corporate Secretary for inclusion in IPALCO's proxy statement and form
of proxy not later than November 17, 1994.
RELATIONSHIP WITH AUDITOR
Deloitte & Touche, with offices at Market Tower, Suite 3000, 10 West
Market Street, Indianapolis, Indiana, has been the auditor of IPALCO since
its inception. Upon the recommendation of the Audit Committee, that firm
was again appointed by IPALCO's Board of Directors to serve as auditor for
IPALCO and its subsidiaries for the current year. A representative of
Deloitte & Touche will be present at the Annual Meeting of Shareholders to
be held April 20, 1994 and will be given the opportunity to make a
statement and to respond to appropriate shareholders' questions.
VOTING SECURITIES AND BENEFICIAL OWNERS
On February 10, 1994, IPALCO had outstanding 37,697,966 shares of
common stock. In addition, there are a total of 41,304,338 authorized but
unissued shares of common stock reserved for issuance in accordance with
the provisions of the Shareholder Rights Plan, the Automatic Dividend
Reinvestment and Stock Purchase Plan (the ``Dividend Reinvestment Plan''),
the 1991 Directors Stock Option Plan and the 1990 (Officers) Stock Option
Plan, all of which are IPALCO Plans and of the Employees' Thrift Plan (the
``Thrift Plan'') of Indianapolis Power & Light Company (``IPL''), a
subsidiary of IPALCO. 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 Tuesday, March 8, 1994, will be entitled
to vote at the meeting or at any adjournment thereof.
<TABLE>
Beneficial Owners of 5% or More of Common Stock
At February 10, 1994, the following beneficial owners held more than 5% of IPALCO's voting
securities:
<CAPTION>
- ---------------------------------------------------------------------------------------
Name and Address of Amount and Nature Percent
Title of Class Beneficial Owner of Beneficial Ownership of Class
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock IPALCO (Employees' Thrift Plan) 3,321,531 shares <F1> 8.81
c/o National City Bank, Indiana,
Trustee, Indianapolis, Indiana
<FN>
<F1> Trustee, under a continuing agreement, has discretion to vote shares as to which no
voting instructions are received.
</TABLE>
<TABLE>
Beneficial Ownership of Common Stock By Directors, Nominees and Executive Officers
At February 10, 1994, the following-named directors, nominees and executive officers
of IPALCO, individually and as a group, beneficially owned equity securities of IPALCO as
follows:
<CAPTION>
- -----------------------------------------------------------------------------------------
Name of Amount and Nature Percent
Title of Class Beneficial Owner of Beneficial Ownership of Class
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock Joseph D. Barnette, Jr. 868 shares, direct <F3> <F4>
Robert A. Borns 13,931 shares, mixed <F2>, <F3> <F4>
John R. Brehm 41,428 shares, mixed <F2> <F4>
Mitchell E. Daniels, Jr. 6,100 shares, mixed <F2>, <F3> <F4>
Otto N. Frenzel III 9,200 shares, mixed <F2>, <F3> <F4>
Max L. Gibson 1,300 shares, mixed <F4>
Edwin J. Goss 5,333 shares, mixed <F2>, <F3> <F4>
N. Stuart Grauel 39,209 shares, mixed <F2> <F4>
Earl B. Herr, Jr. 5,030 shares, mixed <F2> <F4>
John R. Hodowal 65,586 shares, mixed <F2> <F4>
Ramon L. Humke 78,935 shares, mixed <F2> <F4>
Sam H. Jones 6,240 shares, direct <F2>, <F3> <F4>
Andre B. Lacy 17,771 shares, mixed <F2>, <F3> <F4>
L. Ben Lytle 2,445 shares, direct <F2> <F4>
Michael S. Maurer 1,014 shares, direct <F2> <F4>
Thomas M. Miller 2,335 shares, mixed <F2> <F4>
Sallie W. Rowland 6,689 shares, mixed <F2>, <F3> <F4>
Thomas H. Sams 7,192 shares, mixed <F2>, <F3> <F4>
Zane G. Todd 33,601 shares, direct <F2>, <F3> <F4>
Gerald D. Waltz 47,892 shares, mixed <F2> <F4>
All 26 directors and
executive officers, as
a group 460,539 shares, mixed <F2>, <F3> 1.2%
<FN>
<F2> Includes shares that may be acquired within 60 days through option exercises;
whole shares held by Mrs. Rowland and Messrs. Borns, Goss, Herr, Humke, Lacy,
Maurer and Miller in the Dividend Reinvestment Plan; and vested and contingent
interests of Messrs. Brehm, Grauel, Hodowal, Humke, Waltz, and the group, in
common stock held by the Trustee of the Thrift Plan (stated in whole shares).
<F3> Includes shares owned by or with family members sharing their home and shares
held in trust or other arrangements with family members. Also includes 8,000
shares owned by LDI, Ltd. and 800 shares owned by the Lacy Foundation of which
Mr. Lacy is a partner and a director, respectively, and 400 shares representing
his vested interest in a self-employment retirement plan, totaling 9,200 shares,
6,784 of which he disclaims beneficial ownership. Messrs. Sams and Todd disclaim
beneficial ownership of 1,000 shares and 3,772 shares, respectively, of the
total shares shown opposite their names.
<F4> Less than 1% of total common stock outstanding.
</TABLE>
DIRECTORS AND NOMINEES
Election of Five Directors
At a meeting of the Board held January 25, 1994, the By-Laws were
amended to reduce Board membership from 18 to 17 effective April 20, 1994,
when Mr. Zane G. Todd will retire from the Board, and to approve 5 nominees
to stand for election as Class II directors of IPALCO at its Annual Meeting
of Shareholders to be held April 20, 1994 for terms of three years each and
until their successors are duly elected and qualified.
Proxies representing shares held on the record date which are returned
duly executed, will be voted, unless otherwise specified, in favor of the 5
nominees for the Board of Directors named below in Class II. All such
nominees are members of IPALCO's present Board of Directors and all
nominees have consented to serve if elected. However, if any nominee
becomes unavailable to serve, the persons named as proxies may exercise
their discretion to vote for a substitute nominee.
The nominees for director in Class II, the current directors in Class
III and Class I, as assigned by the Board of Directors, and the names, ages
(as of April 20, 1994), business experience and directorships of such
nominees and directors are as follows:
Nominees For Director To Be Elected At The 1994 Annual Meeting
CLASS II
Joseph D. Barnette, Jr., 54, Chairman and Chief Executive Officer of Banc
One Indiana Corporation (a bank holding company) since January, 1993
and President and Chief Executive Officer of Bank One, Indianapolis,
NA since July, 1990. Prior to that, Mr. Barnette was President and
Chief Executive Officer of Banc One Indiana Corporation (January, 1990
- July, 1990) and President and Chief Operating Officer of Bank One,
Indianapolis, NA (January, 1982 - January, 1990). He is a director of
IPL, IWC Resources Corporation, Indianapolis Water Company and
Meridian Insurance Group, Inc. He has been a director of IPALCO since
January, 1993.
Max L. Gibson, 53, Retired July, 1989. For more than five years prior to
retirement, Mr. Gibson was President of Victory Services Corporation
(waste disposal), Terre Haute, Indiana. He is a director of IPL, First
Financial Corporation, Terre Haute First National Bank and First State
Bank of Clay County. He has been a director of IPALCO since August,
1993.
Edwin J. Goss, 67, For more than five years prior to his retirement in
March, 1990, Mr. Goss was the Chairman and Chief Executive Officer of
American States Insurance Company and its subsidiaries, Indianapolis,
Indiana. Mr. Goss continues as a director of these companies. He also
is a director of IPL, National City Bank, Indiana and has been a
director of IPALCO since July, 1986 (excluding the period March 15 to
August 23, 1993).
Ramon L. Humke, 61, 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 IPL, NBD Bank, N.A., LDI
Management, Inc. and is Chairman of the Boards of Meridian Mutual
Insurance Company and Meridian Insurance Group, Inc. He has been a
director of IPALCO since February, 1990.
Sallie W. Rowland, 61, Chairman and Chief Executive Officer of The Rowland
Associates, Inc. (a design and space planning firm), Indianapolis,
Indiana, positions she has held for more than 5 years. Mrs. Rowland
serves on various community boards including The Indianapolis Chamber
of Commerce of which she is Vice Chairman. She is a director of IPL,
NBD Bank, N.A. and Meridian Mutual Insurance Company and is a member
of the Advisory Board of Walker Research. She has been a director of
IPALCO since April, 1988.
Current Directors Whose Terms Expire in 1995 (Class III) and in 1996 (Class I):
CLASS III
Otto N. Frenzel III, 63, Chairman of the Board of National City Bank,
Indiana, Indianapolis, Indiana. Mr. Frenzel has held his present
position since May, 1992. For more than 5 years prior to that time,
Mr. Frenzel was Chairman of the Board of Merchants National
Corporation and Vice Chairman of Merchants National Bank & Trust
Company of Indianapolis, Indiana. He is a director of IPL, National
City Corporation, American United Life Insurance Company, Indiana
Energy, Inc., Indiana Gas Company, Inc., Indianapolis Water Company,
Baldwin & Lyons, Inc. and IWC Resources, Inc. He has been a director
of IPALCO since September, 1983.
Dr. Earl B. Herr, Jr., 66, For more than five years prior to his retirement
in December, 1992, Dr. Herr was Executive Vice President of Eli Lilly
and Company (pharmaceutical manufacturers), Indianapolis, Indiana. He
is a director of IPL and Lilly Endowment and has been a director of
IPALCO since April, 1986 (excluding the period March 15 to August 23,
1993).
Sam H. Jones, 66, President, Indianapolis Urban League, Inc., Indianapolis,
Indiana. Mr. Jones has held his present position for more than 5 years
and serves on numerous educational, social and cultural boards,
including the Advisory Board of Indiana-Purdue University at
Indianapolis, Methodist Health Foundation, Board of One Hundred Black
Men of Indianapolis and the Administrative Board of Riverside Park
United Methodist Church. He is a director of IPL and has been a
director of IPALCO since September, 1983.
Andre B. Lacy, 54, 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
IPL, Ethyl Corporation, Tredegar Industries, Inc., First Colony
Corporation, Patterson Dental Co. and The National Bank of
Indianapolis. He has been a director of IPALCO since April, 1985.
L. Ben Lytle, 47, President and Chief Executive Officer, Associated
Insurance Companies, Inc. (insurance and financial services),
Indianapolis, Indiana. He assumed his present position in March, 1989.
He is a director of IPL, Bank One, Indianapolis, NA and Associated
Insurance Companies, Inc. and its subsidiaries. He has been a director
of IPALCO since April, 1992.
Thomas M. Miller, 64, Chairman of the Board and Chief Executive Officer of
NBD Indiana, Inc. (a bank holding company) and NBD Bank, N.A.,
Indianapolis, Indiana, positions he has held in these and predecessor
companies for more than 5 years. Mr. Miller is a director of IPL, NBD
Indiana, Inc., NBD Bancorp, Inc., NBD Bank, N.A., State Life Insurance
Company, Indianapolis Water Company and IWC Resources, Inc. He has
been a director of IPALCO since April, 1992.
CLASS I
Robert A. Borns, 58, Chairman of Borns Management Corporation (real estate
management), Indianapolis, Indiana. Mr. Borns has held his present
position since 1961 and serves on numerous social and cultural boards,
including the Board of Trustees of Indianapolis Museum of Art. He is
also a director of IPL and of Heritage Partners Management, Inc. He
has been a director of IPALCO since April, 1987 (excluding the period
March 15 to August 23, 1993).
Mitchell E. Daniels, Jr., 45, President, North American Pharmaceutical
Operations, Eli Lilly and Company, (pharmaceutical manufacturers),
Indianapolis, Indiana since April 1, 1993. 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 IPL and NBD Bank,
N.A. and has been a director of IPALCO since November, 1989).
Rexford C. Early, 59, 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 director of IPL and has been a
director of IPALCO since August, 1993.
John R. Hodowal, 49, 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 IPL, Bank One,
Indianapolis, NA and Associated Insurance Companies, Inc. He has been
a director of IPALCO since April, 1984.
Michael S. Maurer, 51, Chairman of the Board of MyStar Communications
Corporation (radio station operations), a position he has held for
more than five years. He is also President and Chief Executive
Officer of Maurer/Shaw Productions, Inc. (theatrical film producer)
since January, 1989 and of IBJ Corporation (newspaper publisher) since
December, 1990. He is also Chairman of the Board of The National Bank
of Indianapolis since December, 1993. Mr. Maurer is President of the
Indianapolis Zoo and is on the boards of various organizations
including the Jewish Community Relations Council, University of
Indianapolis and United Way of Central Indiana. He has been a director
of IPL and IPALCO since January, 1993.
Thomas H. Sams, 52, 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 IPL, NBD Bank, N.A. and State Life Insurance Company.
He has been a director of IPALCO since April, 1987.
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; thus, withheld votes are counted for quorum purposes but
abstentions and broker non-votes are not counted for any purpose.
Procedure To Propose Nominees For Director
IPALCO will accept timely notice by shareholders of proposed nominees
for directors. Any such notice must be received by the Corporate Secretary
of IPALCO not less than 60 days nor more than 90 days prior to the date of
each annual meeting. Such shareholder's notice shall set forth (a) as to
each proposed nominee for director (i) the name, age, business address and
residence address of such nominee, (ii) the principal occupation or
employment of such nominee, (iii) the class and/or series and number of
shares that are beneficially owned by such nominee on the date of such
shareholder notice and (iv) any other information relating to such nominee
that is required to be disclosed pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended, and (b) as to the shareholder
giving the notice (i) the name and address, as they appear on IPALCO's
books, of such shareholder and any shareholders known to be supporting such
nominee and (ii) the class and/or series and number of shares beneficially
owned by such shareholder and by any shareholders known to be supporting
such nominee on the date of such shareholder notice. The Board of Directors
may reject any nomination for director not made in accordance with the
foregoing provisions.
Number of Board Meetings and Attendance
During the year 1993, the Board of Directors of IPALCO held 16
meetings and the Committees of the Board held a total of 13 meetings. All
directors attended, in the aggregate, Board meetings and assigned Committee
meetings more than 75% of the time, except for Mr. Mitchell E. Daniels, Jr.
whose attendance was 73.7% of all such meetings. All directors, on average,
attended over 91% of the 29 Board and Committee meetings held in 1993.
Committees of the Board
The Board of Directors of IPALCO has three standing committees, the
Executive Committee, the Audit Committee and the Compensation Committee.
The Board does not have a nominating committee as such, but the Executive
Committee performs the functions of such committee. It reviews, among other
things, the qualifications and suitability of candidates to stand for
election to IPALCO's Board of Directors and makes specific recommendations
with respect thereto. In addition, the Executive Committee considers and
recommends the declaration of dividends and acts on matters when the full
Board is not in session. The Executive Committee held 6 meetings in 1993.
Currently, Mr. Zane G. Todd is Chairman and Messrs. Otto N. Frenzel III,
Earl B. Herr, Jr., John R. Hodowal, Ramon L. Humke, and Sam H. Jones are
members.
The Audit Committee recommends the appointment of the auditor for the
ensuing year for IPALCO and its subsidiaries, reviews the scope of the
audit, examines the auditor's reports, makes appropriate recommendations to
the Board of Directors as a result of such review and examination, and
inquires into the effectiveness of the financial and accounting functions
and controls. The Audit Committee first approves all non-audit services and
gives appropriate consideration to the effect, if any, such services may
have on the independence of the auditor; except, that management advisory
and tax services which do not exceed $50,000 per project or $150,000 in the
aggregate per calendar year may be approved by the Chairman of the Board
without such Committee's consent. The Audit Committee held 3 meetings in
1993. Currently, Mr. Edwin J. Goss is Chairman and its members are Mrs.
Sallie W. Rowland and Messrs. Joseph D. Barnette, Jr., Robert A. Borns,
Rexford C. Early, Andre B. Lacy, L. Ben Lytle and Thomas M. Miller.
The Compensation Committee reviews current and proposed compensation
levels of all officers of IPALCO and it subsidiaries, including the advice
of independent consultants, and makes specific recommendations as to the
compensation each officer should receive on an annual basis. It also
reviews and makes recommendations with respect to other forms of
compensation for such officers, including supplemental pension benefits,
bonuses and stock options. (See ``Board Compensation Committee Report on
Executive Compensation'' below.) The Compensation Committee held 4 meetings
in 1993. Currently, Mr. Otto N. Frenzel III is Chairman and Messrs.
Mitchell E. Daniels, Jr., Max L. Gibson, Earl B. Herr, Jr., Michael S.
Maurer and Thomas H. Sams are members.
COMPENSATION OF EXECUTIVE OFFICERS
Nature and Types of Compensation
The four tables that follow on succeeding pages disclose all plan and
non-plan compensation awarded to, earned by, or paid to the Chairman of the
Board and President of IPALCO who is its 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 IPALCO and
its subsidiaries, each of whose total annual salary and bonus exceeded
$100,000 for the year 1993. The tables include a Summary Compensation Table
(Table I), a table showing Option/SAR Grants in Last Fiscal Year (Table
II), an Aggregate Option/SAR Exercises and Fiscal Year-End Option/SAR
Values Table (Table III) and a table concerning Long-Term Incentive
Plans - Awards in Last Fiscal Year (Table IV).
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term Compensation
Annual Compensation Awards Payouts
------------------------------------ --------------------------
Other Securities
Annual Underlying All Other
Compen- Options/ LTIP Compen-
Name and sation<F1> SARs<F2> Payouts<F3> sation<F4>
Principal Position Year Salary ($) Bonus ($) ($) (#) ($) ($)
- ------------------------------ ---- ---------- --------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
John R. Hodowal 1991 $ 362,500 $ 172,112 $ 19,225 -0- -0- $ 8,455
Chairman & President; 1992 420,907<F5> 165,994 24,134 15,000 $48,800 9,389
Chairman & CEO of IPL 1993 424,459 209,672 45,851 105,000 82,350 8,624
Ramon L. Humke 1991 $ 302,917 $ 143,583 $ 42,938 -0- -0- $ 8,303
Vice Chairman; 1992 348,925<F5> 137,607 53,617 10,000 $39,867 8,771
President & COO of IPL 1993 351,889 173,827 112,425 60,000 68,250 8,624
John R. Brehm 1991 $ 175,425 $ 55,239 $ 3,205 -0- -0- $ 7,017
Vice President & Treasurer; 1992 196,983<F5> 51,748 2,364 5,000 $16,500 7,879
Senior Vice President of IPL 1993 199,822 65,839 6,717 30,000 27,844 7,993
N. Stuart Grauel 1991 $ 124,167 $ 48,247 $ 8,637 15,000 -0- $ 4,967
Vice President, Public Affairs 1992 164,396<F5> 43,177 6,421 5,000 $ 8,533 6,576
1993 164,718 54,246 16,543 30,000 14,400 6,589
Gerald D. Waltz 1991 $ 175,425 $ 55,239 $ 1,850 -0- -0- $ 7,017
Senior Vice President of IPL 1992 194,628<F5> 51,069 965 -0- $16,667 7,785
1993 193,415 63,684 23,757 30,000 28,125 7,735
<FN>
<F1> Represents taxes paid by IPALCO and/or IPL on accrued interest and contributions of principal under the Funded
Supplemental Plan. (See ``Pension Plans'')
<F2> No options have stock appreciation rights.
<F3> Payouts shown were made in 1993 for the 3-year LTIP Program ended December 31, 1992.
<F4> Represents 1993 contributions made by company to Trustee of Employees' Thrift Plan.
<F5> Pay periods were changed December 1, 1992 from monthly to bi-weekly resulting in 1992 payouts being greater than
annual salary rates.
TABLE I
</TABLE>
<TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<CAPTION>
Potential
Realizable Value at
Assumed Annual
Rates of Stock Price
Appreciation
Individual Grants for Option Term
- ------------------------------------------------------------------------------------ ---------------------------
% of
Total
Number of Options/
Securities SARs
Underlying Granted to Exercise
Options/ Employees or Base Expira-
SARs in Fiscal Price<F2> tion
Name Granted<F1> Year ($/Sh) Date <F3> 5% ($) <F3> 10% ($) <F3>
- ---- ---------- ---------- -------- -------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
John R. Hodowal 105,000 23.6 $38.00 04/26/03 $2,509,290 $6,359,032
Ramon L. Humke 60,000 13.5 38.00 04/26/03 1,433,879 3,113,732
John R. Brehm 30,000 6.8 38.00 04/26/03 716,940 1,816,866
N. Stuart Grauel 30,000 6.8 38.00 04/26/03 716,940 1,816,866
Gerald D. Waltz 30,000 6.8 38.00 04/26/03 716,940 1,816,866
- ------------------------------
<FN>
<F1> 7,893 underlying securities out of the amount shown for each officer relate to incentive stock options, the
balance relate to non-qualified stock options. All options are exercisable 12 months after the grant date of April
27, 1993; however, incentive stock options expire one day later than expiration date shown. None of the stock
options contains stock appreciation rights.
<F2> Equal to market price on grant date.
<F3> 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. In reality, at February 10, 1994 common stock value had
declined $6.125 per share since grant date resulting in the depreciation of the 105,000-share, the 60,000-share
and the 30,000-share grants of $643,125, $367,500 and $183,750, respectively.
TABLE II
</TABLE>
<TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End FY-End ($) *
Shares Acquired Exercisable/ Exercisable/
Name On Exercise (#) Value Realized ($) Unexercisable Unexercisable
- ---- --------------- ------------------ --------------- ---------------
<S> <C> <C> <C> <C>
John R. Hodowal -0- -0- 50,000(e) $377,500(e)
105,000(u) ----
Ramon L. Humke -0- -0- 70,000(e) $627,500(e)
60,000(u) ----
John R. Brehm -0- -0- 35,000(e) $313,750(e)
30,000(u) ----
N. Stuart Grauel -0- -0- 30,000(e) $233,750(e)
35,000(u) 36,875(u)
Gerald D. Waltz -0- -0- 30,000(e) $307,500(e)
30,000(u) ----
(e) Exercisable.
(u) Unexercisable.
* Based upon year-end closing market price of $35.50 per share of common stock.
TABLE III
</TABLE>
<TABLE>
LONG-TERM INCENTIVE PLANS <F1> - AWARDS IN LAST FISCAL YEAR
<CAPTION>
Estimated Future Payouts
Under Non-Stock Price-Based Plans
-----------------------------------------------------------
Performance
or Other
Period Until
Maturation or Threshold Target <F2><F3> Maximum <F2>
Name Payout ($ or #) ($ or #) ($ or #)
- ---------------- ------------- ----------- --------------- ------------
<S> <C> <C> <C> <C>
John R. Hodowal 1994 - 1997 $ -0- $76,403 $152,806
Ramon L. Humke 1994 - 1997 $ -0- 63,340 126,680
John R. Brehm 1994 - 1997 $ -0- 23,979 47,958
N. Stuart Grauel 1994 - 1997 $ -0- 19,766 39,532
Gerald D. Waltz 1994 - 1997 $ -0- 23,210 46,420
- -----------------------------------------
<FN>
<F1> IPALCO's Long-Term Incentive Plan became effective January 1, 1990. Under the Plan, Performance Incentive
Awards (``PI Awards'') amounting to 15% of average base salary over a Performance Period may be earned by
the Chairman, Vice Chairman and the President (10% for other participants) payable after the end of each
Program. (Performance Periods are typically 4-year periods called ``Programs'', although Programs 1 and 2
have 2-year and 3-year Performance Periods, respectively.) The amount of a PI Award, however, may be
increased or decreased by a multiple ranging from 0% to 200% depending upon the quartile ranking for cost
effective service and total return to shareholders that IPALCO has achieved at the end of each Program in
relation to other companies within a pre-determined peer group. Program grants are made each year. The
second Program spanned the 3-year period ended December 31, 1992 for which PI Awards were paid out in 1993
(See Table I). Payouts have not yet been determined for Program 3 that ended December 31, 1993. Program 6
reported in this Table was granted in 1993.
<F2> Based upon 120% of 1993 salary reported in Table I.
<F3> There is no targeted payout under the LTIP. The multiple of 100% was used to calculate the values shown in
this column.
TABLE IV
</TABLE>
COMPENSATION OF DIRECTORS
Standard Arrangements
Non-employee directors serving on the Board of IPALCO are paid an
annual fee of $8,100 plus $450 for each meeting attended; however,
directors of IPALCO and its subsidiaries are limited to two annual fees and
two meeting fees. Non-employee members of the Executive Committee of the
Board are paid annual fees of $10,000 but no meeting fees. Members of the
Audit and Compensation Committees of the Board, all of whom are non-
employee directors, are paid annual fees of $3,000 plus $450 for each
meeting attended. The Chairmen of the latter two committees each receive an
additional fee of $1,500 annually. Members of the Executive and Audit
Committees of both IPALCO and IPL are limited to one annual fee. Only one
meeting fee is paid to members of the Audit Committees of both such
companies when meetings are held jointly or follow one another. Directors
who are also officers of IPALCO or one of its subsidiaries receive no
director fees.
Other Arrangements
After his retirement as an officer on May 1, 1989, Mr. Zane G. Todd,
Chairman of the Executive Committees of IPALCO and IPL, entered into a
Consulting Services Agreement with IPALCO and its subsidiaries under which
he is required to confer with, supply information to, and cooperate with
the management of such companies in respect of any matter he handled or had
supervisory control over while he was an employee. During the year ended
December 31, 1993, Mr. Todd received fees in the aggregate amount of
$57,000 and expense reimbursements totaling $27,142 in consideration for
the consulting services he provided under such Agreement. In addition,
contributions to principal, accrued interest on principal and taxes
assessed on such contributions and accrued interest were paid to Mr. Todd
or to the Trust Fund of the Supplemental Retirement Plan and Trust
Agreement for a Select Group of Management Employees (the ``Funded
Supplemental Plan'') in the aggregate amount of $32,295 for the year ended
December 31, 1993.
Messrs. Robert A. Borns, Edwin J. Goss and Earl B. Herr, Jr. served as
directors of IPALCO and IPL prior to March 15, 1993, at which time they
resigned to stand for election as directors of PSI Resources, Inc.
(``PSI'') in connection with IPALCO's tender offer to PSI shareholders. As
a consequence of such resignations, IPALCO made a $50,000 severance payment
to each resigning director as compensation for the loss of certain stock
options that would otherwise have been granted to them on May 1, 1993, and
for the shortening of the exercise period (from ten years after the grant
date to five years after resignation) of options previously granted to them
under the 1991 Directors Stock Option Plan of IPALCO, in accordance with
the terms of such Plan. On August 23, 1993 Messrs. Borns, Goss and Herr
were reelected to the IPALCO and IPL Boards.
Compensation Committee Interlocks and Insider Participation
Mr. John R. Hodowal is Chairman of the Board and President of IPALCO
and also is a member of the Compensation Committee of the Board of
Directors of Associated Insurance Companies, Inc. Mr. L. Ben Lytle is
President and Chief Executive Officer of Associated Insurance Companies,
Inc. and also is a member of IPALCO's Board of Directors.
IPALCO's Vice Chairman, 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 IPALCO.
Certain Business Relationships
During the year 1993, Acordia, Inc. (``Acordia'') and Anthem
Companies, Inc. (``Anthem'') administered health care programs for IPALCO
and its subsidiaries under contracts that involve payments to Acordia and
Anthem aggregating approximately $14 Million. Mr. Lytle is Chairman and
Chief Executive Officer of Acordia and Anthem, which are subsidiaries of
Associated Insurance Companies, Inc. of which Mr. Lytle is President and
Chief Executive Officer.
IPALCO subsidiaries IPL and Mid-America Capital Resources, Inc. (``Mid-
America'') each maintained a line of credit during 1993 with National City
Bank, Indiana (``NCB'') of which Mr. Frenzel is Chairman of the Board.
(Unutilized credit lines also were maintained by IPL with Bank One,
Indianapolis, NA and NBD Bank, N.A.) During the year 1993, IPL utilized $13
Million of its $30 Million line of credit and Mid-America utilized $1.7
Million of its $2 Million line of credit with NCB.
BOARD COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
Compensation Policies Relating Generally to Executive Officers
The Compensation Committee of the Board of Directors (the
``Compensation Committee''), in consultation with its outside advisor,
establishes the compensation policies of IPALCO Enterprises, Inc. and its
subsidiaries (``IPALCO'') with regard to all officers. The Compensation
Committee establishes executive officers' base salary levels; makes stock
option grants; and reviews and approves the annual and long-term cash
incentive plans. The Compensation Committee also recommends to the Board of
Directors the adoption or amendment of compensation plans for officers,
including the named executive officers. The Compensation Committee is made
up of six 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 pay, with a significant
portion of total direct compensation being dependent upon measurable
performance objectives. The compensation program for executive and certain
other officers has four basic components: base salary, annual incentive
plan, long-term incentive plan, and stock options.
Base Salary
The Compensation Committee targeted and established the 1993 base
salary for officers, including the named executive officers, at the median
levels for similar positions within the utility industry, and where such
positions are also found commonly in general industry, at a level
approximating one-half the difference between the utility industry and
general industry. These levels of base salary are based on companies with
comparable revenues and costs (the ``Peer Group'') and on the Committee's
subjective evaluations of each executive officer's performance against
established individual expectations and objectives. For 1993, base salary
increases for all officers, recognizing individual performance, averaged
4.7%.
The Peer Group, which also reflects general industry, has a broader
representation of electric power utilities than the Dow Jones Electric
Utilities Index used in the Performance Graph. The Committee believes the
Peer Group represents an appropriate Comparative Framework for
compensation, since the competition for executive talent is not limited to
companies included in the Dow Index. All of the Companies comprising the
Dow Jones Electric Utilities Index are also in the Peer Group.
Annual Incentive Plan
The IPALCO Annual Incentive Plan, designed to achieve improvement and
attain higher performance, is dependent upon performance in four equally
weighted performance measures: net income, customer service, budget
compliance, and productivity. All participants, including the named
executive officers, are measured against target goals which are established
by the Compensation Committee and announced to participants at the
beginning of each year. Performance above or below target goals results in
proportionately higher or lower awards; however, if a threshold net income
goal is not reached, no payout is made. Of the four performance measures
previously mentioned, one exceeded the maximum goal, and three exceeded the
target goal. As a result, payouts to the named executive officers amounted
to $567,268 for 1993. (See Table I above)
Long-Term Incentive Plan
The Long-Term Incentive Plan, which was adopted January 1, 1990, is
designed to focus the attention of designated officers', including the
named executive officers', on key long-term corporate objectives. The long-
term plan measures total return to shareholders and cost effective service
(defined as net income as a percent of operating revenues plus other
income). Awards are based upon IPALCO's ranking among a predetermined group
of 17 investor owned utility companies (the ``LTIP Group'') over a four-
year performance period which began in 1990 (two-year and three-year
programs were utilized in the past two years).
The Committee believes the LTIP Group companies are similar to IPALCO
in terms of revenue size and mix, power generation sources, regulatory
environment, and value of market capitalization, and thus represent an
appropriate comparator group for this purpose. IPALCO continues to perform
within the top quartile of this group in measuring cost effective service
and in the second quartile in measuring total return to shareholders. Thus,
long-term awards for the three-year period 1990-1992 resulted in payouts in
1993 to the named executive officers totaling $220,969. Payouts for the
four-year period 1990-1993 have not yet been determined.
The Committee also made awards under the Stock Option Plan, as
described below. The ``mix'' between stock options and long-term cash
awards is subjectively determined by the Committee, based on the comparable
mix of awards in the Peer Group.
Stock Options
The Compensation Committee strongly believes management is in 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.
In early 1993, the Compensation Committee assessed the competitiveness
of IPALCO's total compensation (base salary + annual incentive + long-term
incentives) relative to the Peer Group, focusing expressly on the relative
value of IPALCO's long-term incentive levels (Long-Term Incentive Plan
described above + stock options). Based upon the Compensation Committee's
consideration of previous stock option grants and its desire to maintain
long-term incentive compensation opportunities at competitive levels,
officers, including the named executive officers, were granted stock
options on April 27, 1993, in varying amounts at the exercise price of
$38.00 per share, vesting in substantially equal installments over the next
three (3) years.
Basis For Chief Executive Officer's Compensation
The Chief Executive Officer's compensation is specifically designed to
provide a strong and direct link between IPALCO performance and pay. The
Chief Executive Officer's total compensation is set in relation to the
median total compensation of chief executive officers in the Peer Group and
the Compensation Committee's assessment of his individual performance.
During the first quarter of each year, the Compensation Committee
thoroughly reviews the Chief Executive Officer's individual performance in
the preceding year, including management team development and IPALCO's
Strategic Plan.
Based upon his performance and that of IPALCO in 1992, the Chief
Executive Officer's base salary was increased to $432,900 effective May 1,
1993. The CEO also received an annual bonus for 1993 of $209,672. As
discussed above, this bonus was based on the fact that, as to one of the
performance goals, the maximum was exceeded and, as to the other three, the
targets were exceeded.
In addition, the Committee granted the Chief Executive Officer stock
options at the exercise price of $38.00 per share, vesting in three 35,000-
share installments over the next three years and an LTIP award, as
described in the LTIP award table.
In total, approximately 38 percent of the Chief Executive Officer's
1993 total direct compensation was variable. Prospectively, it is expected
that the relationship between fixed and variable portions of the Chief
Executive Officer's total compensation will remain relatively the same.
The Compensation Committee of the Board of
Directors of IPALCO Enterprises, Inc.
Otto N. Frenzel III, Chairman;
Mitchell E. Daniels, Jr.
Max L. Gibson
Dr. Earl B. Herr, Jr.
Michael S. Maurer
Thomas H. Sams, members.
PERFORMANCE GRAPH
-----------------
(graph illustrating cumulative total returns as listed below)
<TABLE>
CUMULATIVE TOTAL RETURN ASSUMING DIVIDEND REINVESTMENT
- ------------------------------------------------------------------------
<CAPTION>
1988 1989 1990 1991 1992 1993
--------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
IPALCO <F1> 100 124 136 180 206 214
DJ ELEC UTIL <F1> 100 131 133 173 185 206
S & P 500 <F2> 100 132 128 166 179 197
<FN>
Source:
<F1> Dow Jones Total Return Indexes
<F2> Standard and Poors Compustat Services, Inc.
TABLE V
</TABLE>
Performance Graph
The Performance Graph (Table V) on the preceding page plots the total
cumulative return that shareholders of IPALCO received (solid line) during
the 5-year period ended December 31, 1993, compared with the total
cumulative return to shareholders of companies comprising the Dow Jones
Electric Utilities Index (broken line) and the Standard and Poors 500 Index
(wavy line). The Graph reflects IPALCO's superior return in years 1991,
1992 and 1993 referenced in the foregoing Compensation Committee Report as
one of the bases for the Chief Executive Officer's compensation disclosed
in preceeding sections of this statement.
Pension Plans
Table VI below illustrates the combined annual retirement benefits
computed on a straight-life annuity basis (less Social Security) that is
payable under the Base Retirement Plan and the Funded Supplemental Plan
(assuming continuous employment to age 65) to named executive officers
having the remuneration and years of service shown.
<TABLE>
PENSION PLAN TABLE <F1>
<CAPTION>
Remuneration Years of Service
- ------------ --------------------------------------------------------------------
15 20 25 30 35 40
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$150,000 $ 97,500 $ 97,500 $ 97,500 $ 97,500 $ 97,500 $ 97,500
200,000 130,000 130,000 130,000 130,000 130,000 130,000
250,000 162,500 162,500 162,500 162,500 162,500 162,500
300,000 195,000 195,000 195,000 195,000 195,000 195,000
350,000 227,500 227,500 227,500 227,500 227,500 227,500
400,000 260,000 260,000 260,000 260,000 260,000 260,000
450,000 292,500 292,500 292,500 292,500 292,500 292,500
500,000 325,000 325,000 325,000 325,000 325,000 325,000
<FN>
<F1>) 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 Plan portion of the combined
amounts have been shown without adjustment for income taxes. The Funded
Supplemental Plan portion reflects the change in that Plan in 1993 to eliminate
the offset for Social Security.
TABLE VI
</TABLE>
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 - 25, Mr.
Humke - 4, Mr. Brehm - 18, Mr. Grauel - 14, and Mr. Waltz - 33.
The Funded Supplemental Plan referred to above is applicable to the
named executive officers and, at reduced benefits, to all other officers of
IPALCO and IPL. Contributions and accrued interest credited during 1993 to
the accounts of Messrs. Hodowal, Humke, Brehm, Grauel and Waltz amounted to
$51,206, $134,629, $7,554, $22,159 and $28,676, 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 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 and IPL have employment contracts with Messrs. Hodowal and
Humke which provide for an indefinite term that is convertible into a fixed
3-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),
they would continue to receive their Salary as that term is used in Table I
above for up to 3 years thereafter, less any severance payments received
from other agreements.
All Officers of IPALCO and its subsidiaries have Termination Benefits
Agreements, dated as of January 1, 1993. These Agreements provide for
payment of severance benefits equal to 299.99% of the last 5 years' average
annual Salary (but not exceeding the limits of Internal Revenue Code 280G),
if IPALCO 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.
A Benefit Protection Fund and Trust Agreement 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.
By order of the Board of Directors.
IPALCO ENTERPRISES, INC.
By: MARCUS E. WOODS, Secretary
Indianapolis, Indiana
March 17, 1994
- ---------------------------------------------------------------------------
A copy of the 1993 Annual Report to Shareholders of IPALCO and its
subsidiaries was sent Third Class mail on or about March 8, 1994 to
shareholders of record at the close of business on the record date for the
1994 Annual Meeting of Shareholders.
<PAGE>
[form of proxy/instruction card]
IPALCO ENTERPRISES, INC.
This Proxy/Instruction Card is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints John R. Hodowal and Marcus E. Woods as
Proxies, each with the power of substitution, and authorizes them to
represent and vote and/or, in the case of shares held in the Automatic
Dividend Reinvestment and Stock Purchase Plan, instructs the agent for such
Plan to execute a proxy empowering the above-named persons to vote, as
designated below, all the shares of IPALCO Enterprises, Inc. common stock
held of record by the undersigned and/or credited to the undersigned's
account in such Plan on March 8, 1994, at the annual meeting of the
shareholders to be held April 20, 1994 or at any adjournment thereof, with
respect to the matter(s) set forth below.
Election of Five Nominees For Director, namely: Joseph D. Barnette, Jr.,
Max L. Gibson, Edwin J. Goss,
Ramon L. Humke and Sallie W.
Rowland.
[ ] Vote For All Nominees
[ ] Vote For All Nominees, Except Nominees written below:
__________________________________________________________________
(Please write name(s) of Nominee(s) from whom vote is withheld)
[ ] Withhold Vote from All Nominees
If not otherwise indicated, this Proxy/Instruction Card will be voted FOR
the election of all five Nominees and confers discretionary authority to
Vote on currently unknown matters properly presented to the meeting.
(FOLD HERE)
Receipt of the Notice of Annual Meeting and Proxy Statement dated March 18,
1994, and the 1993 Annual Report is hereby acknowledged.
Dated ________________,1994.
____________________________
(SIGNATURE)
____________________________
(SIGNATURE)
Your signature must be exactly as
your name appears below. When
signing as attorney-in-fact,
executor, administrator, trustee,
guardian or corporate officer,
please give full title as such.
Please complete
1994 Proxy at right.
Then date, sign,
detach it from this
form at perforations,
fold it and return
immediately in
accompanying
postage guaranteed
envelope.
Account ID:
ADDRESS CHANGE
_____________________
STREET
_____________________
APT. NO./P.O. BOX
_____________________
CITY
_____________________
STATE
_____________________
ZIP CODE
_____________________
SIGNATURE
[at perforation]
(DETACH HERE)
<PAGE>
[letter soliciting voting instructions
from participants in Employees' Thrift Plan]
IPL
INDIANAPOLIS POWER & LIGHT COMPANY
March 17, 1994
TO PARTICIPANTS IN THE EMPLOYEES' THRIFT PLAN:
As a participant in the Employees' Thrift plan, you are entitled to
direct the manner in which shares of stock of IPALCO Enterprises, Inc., in
which you have an interest, shall be voted by the Trustee at the
forthcoming Annual Meeting of Shareholders of IPALCO to be held April 20,
1994. This right is given to you by Section 305.90 of the Thrift Plan.
Enclosed is a copy of the Notice of the Annual Meeting and Proxy
Statement dated March 17, 1994 and an Instruction Card indicating the
number of shares with respect to which you may give voting instructions to
the Trustee. You may instruct the Trustee how you wish such shares to be
voted by placing a mark in the box which expresses your choice.
The only business to be acted upon at the meeting of which Management is
presently aware, is the election of five directors to hold office for terms
of three years each and until their successors are duly elected and
qualified.
It is important that you instruct the Trustee as to the voting of the
shares in which you have an interest. After designating how you wish such
shares to be voted, sign the instruction form and return it via intra
Company mail to the Secretary of the Company, Room 729, Electric Building,
on or before April 14, 1994.
Shares with respect to which no voting instructions are given will be
voted by the Trustee in its discretion.
/s/ John D. Wilson
John D. Wilson, Secretary
Employees' Pension Committee
<PAGE>
[form to be executed by Thrift Plan participants]
IPALCO ENTERPRISES, INC.
Instructions To Thrift Plan Trustee For
Annual Meeting Of Shareholders -- April 20, 1994
TO THE EMPLOYEE PENSION COMMITTEE:
I understand that in accordance with Section 305.90 of the Thrift
Plan, I may instruct the voting of the number of shares shown on this form.
Will you please direct the Trustee to execute a proxy empowering the
persons appointed therein to vote as follows:
Election of Five Nominees For Director, namely: Joseph D. Barnette, Jr.,
Max L. Gibson, Edwin J.
Goss, Ramon L. Humke and
Sallie W. Rowland.
[ ] Vote For All Nominees
[ ] Vote For All Nominees, Except Nominees written below:
___________________________________________________________________
(Please write name(s) of Nominee(s) from whom vote is withheld)
[ ] Withhold Vote from All Nominees
The Trustee will execute the proxy as above directed, or, if no choice is
indicated, the proxy will be voted by the Trustee in its discretion.
(FOLD HERE)
Receipt of the Notice of Annual Meeting and Proxy Statement dated March 18,
1994, and the 1993 Annual Report is hereby acknowledged.
Dated ____________________,1994.
_______________________________
(SIGNATURE)
Please complete
1994 Instruction Card
at right. Then date,
sign, detach it from this
form at perforations,
fold it and return
immediately in
accompanying
interoffice envelope.
[at perforation]
(DETACH HERE)
