Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
IPALCO ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Indiana 35-1575582
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
25 Monument Circle
P.O. Box 1595
Indianapolis, Indiana 46206-1595
(Address of principal executive offices) (Zip Code)
INDIANAPOLIS POWER & LIGHT COMPANY EMPLOYEES' THRIFT PLAN
(Full title of the plan)
JOHN R. BREHM
Vice President and Treasurer
IPALCO Enterprises, Inc.
25 Monument Circle
P.O. Box 1595
Indianapolis, Indiana 46206-1595
(Name and address of agent for service)
(317) 261-8261
(Telephone number, including area code, of agent for service)
Copies to:
Marcus E. Woods, Esquire James A. Strain, Esquire
IPALCO Enterprises, Inc. Barnes & Thornburg
25 Monument Circle 11 South Meridian Street
P.O. Box 1595 1313 Merchants Bank Building
Indianapolis, Indiana 46206-1595 Indianapolis, Indiana 46204
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CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
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Title of securities | Amount to be | Proposed maximum offering | Proposed maximum aggregate | Amount of
to be registered | registered | price per share (1) | offering price (1) | registration fee
- --------------------|--------------|---------------------------|----------------------------|------------------
Common Stock, | 800,000 | $33.6875 (1) | $26,950,000 (1) | $9,293.10
without par value | shares(2)(3) | | |
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(1) Estimated solely for the purpose of calculating the registration fee
and based on average of the high and low sales prices per share of
Common Stock of IPALCO Enterprises, Inc. on January 20, 1994,
pursuant to Rule 457(c).
(2) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate amount
of interests to be offered or sold pursuant to the employee benefit
plan described herein.
(3) Any additional shares of Common Stock to be issued as a result of
stock dividends, stock splits, or similar transactions shall be
covered by this Registration Statement as provided in Rule 416.
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PART I
INFORMATION REQUIRED IN THE
SECTION 10(A) PROSPECTUS
The document(s) containing information specified by Part I of this Form
S-8 Registration Statement (the "Registration Statement") will be sent or
given to participants in the Indianapolis Power & Light Company Employees'
Thrift Plan (the "Plan") as specified in Rule 428(b)(1) promulgated by the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "1933 Act"). Such document(s) are not being filed
with the Commission but constitute (along with the documents incorporated by
reference into the Registration Statement pursuant to Item 3 of Part II
hereof), a prospectus that meets the requirements of Section 10(a) of the 1933
Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference into the
Registration Statement:
(1) The Annual Report of the Registrant on Form 10-K for the year
ended December 31, 1992.
(2) The Annual Report of the Plan on Form 11-K for the year ended
October 31, 1992.
(3) Quarterly Reports of the Registrant on Forms 10-Q for the
quarters ended March 31, 1993, June 30, 1993 and September 30,
1993.
(4) Registrant's definitive proxy statement, dated March 24, 1993,
filed pursuant to Section 14 of the Securities Exchange Act of
1934, as amended ("1934 Act"), in connection with the annual
meeting of its shareholders held April 21, 1993.
(5) The description of the Common Stock contained in Item 4 of the
Registrant's Registration Statement on Form 8-B dated December
21, 1983.
(6) The description of the Registrant's Rights to Purchase Common
Stock contained in the Registrant's Registration Statement on
Form 8-A filed with the Commission on June 29, 1990.
(7) The Current Reports on Form 8-K dated March 15, 1993, August 5,
1993, August 18, 1993, August 23, 1993 and October 29, 1993
filed by Registrant.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the 1934 Act prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part thereof from the date they are filed.
Item 4. Description of Securities.
Not applicable.
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Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
IND. CODE Sections 23-1-37-1--23-1-37-15 permits an Indiana corporation to
indemnify directors and officers against liability incurred in certain
proceedings if the individual's conduct was in good faith and the individual
reasonably believed, in the case of conduct in the individual's official
capacity, that such conduct was in the best interests of the corporation and,
in all other cases, believed such conduct was at least not opposed to the best
interests of the corporation. If the proceeding is criminal, the individual
must have at least had no reasonable cause to believe that such conduct was
unlawful. The statute requires a corporation to indemnify an individual who
is wholly successful in the defense of any such proceeding against reasonable
expenses incurred by such individual, unless the Articles of Incorporation
provide otherwise. The corporation may pay for or reimburse the reasonable
expenses incurred by a director or officer who is a party to a proceeding in
advance of final disposition of the proceeding if certain conditions are
satisfied. Unless otherwise provided in the Articles of Incorporation, a
director or officer may apply for court ordered indemnification which will
include reasonable expenses incurred to obtain the indemnification order if
the court determines that the director is entitled to mandatory
indemnification or that the director is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances. Except in the case
of mandatory indemnification, a corporation may indemnify a director or
officer only after it is determined that the individual meets the standard of
conduct described above. In addition, a corporation may also indemnify and
advance expenses to an officer, whether or not a director, to the extent,
consistent with public policy, that may be provided by its Articles of
Incorporation, by-laws, general or specific action of its board of directors
or contract. IND. CODE Section 23-1-37-14 empowers an Indiana corporation to
purchase and maintain insurance on behalf of any director or officer against
any liability asserted against, or incurred by, such individual in any such
capacity or arising out of his or her status as such, whether or not the
corporation would have had the power to indemnify against such liability. The
Articles of Incorporation of the Registrant provide for indemnification to the
full extent permitted under Indiana law.
The Registrant has purchased insurance providing up to an aggregate of
$35 Million in coverage designed to protect and indemnify the Registrant and
its officers and directors against losses arising from claims, including
claims under the 1933 Act, which might be made against its directors and
officers by reason of any actual or alleged error, misstatement, misleading
statement, act or omission, or neglect or breach of duty by the directors or
officers in the discharge of their duties.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
The exhibits furnished with the Registration Statement are listed on
page E-1.
The Registrant undertakes that the Plan, and all amendments thereto,
will be submitted to the Internal Revenue Service (the "IRS") in a timely
manner and will make all changes required by the IRS in order to qualify the
Plan.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes (1) to file, during
any period in which offers or sales are being made, a post-effective amendment
to the Registration Statement (i) to include any prospectus required by
Section 10(a)(3) of the 1933 Act; (ii) to reflect in the prospectus any facts
or events arising after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
the Registration Statement; (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the
Registration Statement; provided, however, that clauses (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be included in a post-
effective amendment by those clauses is contained in periodic reports filed by
the Registrant pursuant to Section 13 or 15(d) of the 1934 Act that are
incorporated by reference in the Registration Statement; (2) that, for the
purpose of determining any liability under the 1933 Act, each such post-
effective amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; and (3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act (and each filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the 1934 Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
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appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act
of 1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Indianapolis, State
of Indiana, on January 25, 1994.
IPALCO Enterprises, Inc.
By: /s/ John R. Hodowal
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(John R. Hodowal, Chairman of the Board
and President)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signatures Title Date
---------- ----- ----
(i) Principal Executive Officer:
/s/ John R. Hodowal Chairman of the Board
- -------------------------- and President January 25, 1994
(John R. Hodowal)
(ii) Principal Financial Officer:
/s/ John R. Brehm Vice President
- -------------------------- and Treasurer January 25, 1994
(John R. Brehm)
(iii) Controller or Principal
Accounting Officer:
/s/ Stephen J. Plunkett
- --------------------------- Controller January 25, 1994
(Stephen J. Plunkett)
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(iv) A Majority of the Board
of Directors:
*Joseph D. Barnette, Jr. Director
*Mitchell E. Daniels, Jr. Director
*Rexford C. Early Director
*Otto N. Frenzel III Director
*Max L. Gibson Director
*Edwin J. Goss Director
*Earl B. Herr, Jr. Director
*John R. Hodowal Director
*Ramon L. Humke Director January 25, 1994
*Sam H. Jones Director
*Andre B. Lacy Director
*Thomas M. Miller Director
*Sallie W. Rowland Director
*Thomas H. Sams Director
*Zane G. Todd Director
*By: /s/ Marcus E. Woods
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(Marcus E. Woods, Attorney-in-Fact)
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The Plan. Pursuant to the requirements of the Securities Act of
1933, the Employees' Pension Committee, Administrator of Indianapolis Power
& Light Company Employees' Thrift Plan has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Indianapolis, State of Indiana, on the 25th day
of January, 1994.
INDIANAPOLIS POWER & LIGHT COMPANY
EMPLOYEES' THRIFT PLAN
By the Employees' Pension Committee,
Plan Administrator
By a majority of the members:
/s/ Max Califar
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Max Califar
/s/ Gerald D. Waltz
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Gerald D. Waltz
/s/ Maurice O. Edmonds
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Maurice O. Edmonds
/s/ Stephen J. Plunkett
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Stephen J. Plunkett
/s/ John D. Wilson
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John D. Wilson
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EXHIBIT INDEX
Exhibit No. Description
- ----------- --------------------------------------------------------
4(a) Amended Articles of Incorporation and Articles of
Amendment of the Registrant (Incorporated by reference
from Form 10-K dated 12/31/90)
4(b) Specimen copy of the Common Stock certificate of the
Registrant (Incorporated by reference to Exhibit 4(b) to
the Registration Statement on Form S-8 of the
Registrant, filed October 14, 1992, Registration No.
33-53260)
4(c) Rights Agreement (Incorporated by reference from Form
8-A filed June 29, 1990)
5 Opinion of Barnes & Thornburg as to the legality of the
securities being registered (To be filed by post-
effective amendment, if required. Initially, the Plan
will purchase shares only on the open market. If the
Plan will begin to purchase original issue securities,
Registrant will file an opinion of counsel by a post-
effective amendment to the Registration Statement.)
23 Consent of Deloitte & Touche
24 Power of Attorney
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of IPALCO Enterprises, Inc. on Form
S-8 of our reports dated January 22, 1993 and April 20, 1993
appearing in the Annual Report on Form 10-K of IPALCO
Enterprises, Inc. for the year ended December 31, 1992 and
in the Annual Report on Form 11-K of Indianapolis Power &
Light Company Employees' Thrift Plan for the year ended
October 31, 1992, respectively, and to the reference to us
under the heading "Experts" in the Prospectus, which is part
of this Registration Statement.
/s/ Deloitte & Touche
DELOITTE & TOUCHE
Indianapolis, Indiana
January 25, 1994
EXHIBIT 24
IPALCO ENTERPRISES, INC.
POWER OF ATTORNEY
Each of the undersigned directors of IPALCO ENTERPRISES, INC., an
Indiana corporation, (the "Corporation"), which intends to file with the
Securities and Exchange Commission, Washington D.C., under the provisions
of the Securities Act of 1933, as amended, a Registration Statement and
related prospectus for the registration of not to exceed 800,000 additional
shares of Common Stock of the Corporation, without par value, for issuance
under the Indianapolis Power & Light Company (the Corporation's subsidiary)
Employees' Thrift Plan, as amended, does hereby appoint John R. Brehm and
Marcus E. Woods, and each of them, his true and lawful attorneys, with
power to act each without the other and with full power of substitution and
resubstitution, for him and in his name, place and stead, to sign in the
capacity of a director of the Corporation and file said Registration
Statement and related prospectus and any and all amendments thereto, and
all instruments necessary or incidental thereto, hereby granting unto said
attorneys and each of them full power and authority to do and perform in
the name and on behalf of each of the undersigned, and in any and all
capacities, every act and thing whatsoever requisite or necessary to be
done in and about the premises, as fully and to all intents and purposes as
each of the undersigned might or could do in person, hereby ratifying and
approving the acts of said attorneys and each of them.
/s/ John R. Hodowal /s/ Otto N. Frenzel III
- ----------------------------------- ------------------------------------
John R. Hodowal Otto N. Frenzel III
/s/ Ramon L. Humke /s/ Joseph D. Barnette, Jr.
- ----------------------------------- ------------------------------------
Ramon L. Humke Joseph D. Barnette, Jr.
/s/ Edwin G. Goss /s/ Sallie W. Rowland
- ----------------------------------- ------------------------------------
Edwin G. Goss Sallie W. Rowland
/s/ Max L. Gibson /s/ Andre B. Lacy
- ----------------------------------- ------------------------------------
Max L. Gibson Andre B. Lacy
/s/ Thomas M. Miller /s/ Mitchell E. Daniels, Jr.
- ----------------------------------- ------------------------------------
Thomas M. Miller Mitchell E. Daniels, Jr.
/s/ Rexford C. Early /s/ Zane G. Todd
- ----------------------------------- ------------------------------------
Rexford C. Early Zane G. Todd
/s/ Sam H. Jones /s/ Thomas H. Sams
- ----------------------------------- ------------------------------------
Sam H. Jones Thomas H. Sams
/s/ Earl B. Herr, Jr.
- ----------------------------------- ------------------------------------
Earl B. Herr, Jr.
IN WITNESS WHEREOF, the foregoing directors of the Corporation have
affixed their respective signatures hereto in the presence of a Notary
Public for the State of Indiana, this 25th day of January, 1994.
My Commission Expires:6-11-95 /s/ Gloria K. Bryant
--------------------------------
My County of Residence is Marion Gloria K. Bryant, Notary Public
