Registration No. 33-
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)
IPALCO ENTERPRISES, INC. LONG-TERM PERFORMANCE
AND RESTRICTED STOCK INCENTIVE 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:
Bryan G. Tabler, 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
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of securities Amount to Proposed maximum Proposed maximum aggre- Amount of regis-
to be registered be registered offering price per unit<F1> gate offering price <F1> tration fee
<S> <C> <C> <C> <C>
Common Stock, 400,000 $32.00<F1> $12,800,000 <F1> $4,413.79
without par value shares <F2>
<FN>
<F1> 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 July 5, 1995, pursuant to Rule 457(c).
<F2> 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.
</TABLE>
<PAGE>
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 IPALCO
Enterprises, Inc. Long-Term Performance and Restricted Stock
Incentive Plan (the "Incentive 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.
<PAGE>
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, 1994.
(2) Quarterly Report of the Registrant on Form 10-Q for the
quarter ended March 31, 1995.
(3) Registrant's definitive proxy statement, dated March 6,
1995, 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 19, 1995.
(4) The description of the Common Stock contained in Item 4
of the Registrant's Registration Statement on Form 8-B
dated December 21, 1983.
(5) 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.
(6) The Current Report on Form 8-K dated January 31, 1995,
as amended, 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.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
Certain legal matters in connection with the securities
offered hereby will be passed upon for the Registrant by Bryan G.
Tabler, Vice President, Secretary and General Counsel of the
Registrant. Mr. Tabler holds 4,045 shares of restricted stock
issued under the Registrant's Incentive Plan and owns 5,745
shares directly.
Item 6. Indemnification of Directors and Officers.
IND. CODE Sections 23-1-37-1--23-1-37-15 permit 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.
<PAGE>
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits furnished with the Registration Statement are
listed on the Exhibit Index which follows the signature pages
herein.
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 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.
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 June 27, 1995.
IPALCO Enterprises, Inc.
By: /s/ John R. Hodowal
(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
(John R. Hodowal) and President June 27, 1995
(ii) Principal Financial Officer:
/s/ John R. Brehm Vice President
(John R. Brehm) and Treasurer June 27, 1995<PAGE>
(iii) Controller or Principal
Accounting Officer:
/s/ Stephen J. Plunkett
(Stephen J. Plunkett) Controller June 27, 1995
(iv) A Majority of the Board
of Directors:
*Joseph D. Barnette, Jr. Director
*Robert A. Borns 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 June 27, 1995
*Ramon L. Humke Director
*Sam H. Jones Director
*Andre B. Lacy Director
*L. Ben Lytle Director
*Michael S. Maurer Director
*Thomas M. Miller Director
*Sallie W. Rowland Director
*Thomas H. Sams Director
*By: /s/ Bryan G. Tabler
(Bryan G. Tabler, Attorney-in-Fact)
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
Documents which are identified with an asterisk (*) are
incorporated herein by reference and made a part
hereof.
4.1* IPALCO Enterprises, Inc. Automatic Dividend
Reinvestment and Stock Purchase Plan (Exhibit 4.1 to
the Form 10-K for the year ended 12-31-94).
4.2* IPALCO Enterprises, Inc. and First Chicago
Trust Company of New York (Rights Agent) -
Rights Agreement (Exhibit 4.2 to the Form 10-K
for the year ended 12-31-94).
4.3* Specimen copy of the Common Stock certificate of the
Registrant (Exhibit 4(b) to the Registration Statement
on Form S-8 of the Registrant, filed October 14, 1992,
Registration No. 33-53260).
5 Opinion of Bryan G. Tabler as to the legality
of the securities being registered.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Bryan G. Tabler (included in Exhibit 5)
24 Power of Attorney
EXHIBIT 5
July 7, 1995
IPALCO Enterprises, Inc.
25 Monument Circle
P.O. Box 1595
Indianapolis, IN 46206-1595
Gentlemen:
You have requested my opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") anticipated
to be filed with the Securities and Exchange Commission by IPALCO
Enterprises, Inc. (the "Company") on July 7, 1995, with respect
to the registration of Four Hundred Thousand (400,000) shares of
Common Stock, without par value, of the Company (the "Shares") to
be issued to eligible participants in the IPALCO Enterprises,
Inc. Long-Term Performance and Restricted Stock Incentive Plan
(the "Incentive Plan").
I have examined such records and documents and have made such
investigations of law and fact as I have deemed necessary in the
circumstances. Based on that examination and investigation, I am
of the opinion that when the Shares have been issued in
consideration for services performed, all as contemplated by the
Incentive Plan as described in the Registration Statement and in
the Prospectus relating thereto, as the same may be amended, and
when the Company has complied with the Securities Act of 1933, as
amended, and with the securities laws of Indiana and all other
jurisdictions in which the Shares are to be sold pursuant to the
Incentive Plan, the Shares will be legally issued, fully paid and
non-assessable.
I consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, however, I do
not admit that I am in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the
Rules and Regulations of the Securities and Exchange Commission
thereunder.
The foregoing opinion is limited to the application of the
internal laws of the State of Indiana and applicable federal law,
and no opinion is expressed herein as to any matter governed by
the laws of any other jurisdiction.
Sincerely,
/s/ Bryan G. Tabler
Bryan G. Tabler
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of IPALCO Enterprises, Inc. on Form S-8 of our report
dated January 27, 1995, appearing in the Annual Report on Form
10-K of IPALCO Enterprises, Inc. for the year ended December 31,
1994.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Indianapolis, Indiana
July 7, 1995
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 400,000 additional shares of Common
Stock of the Corporation, without par value, for issuance under
the IPALCO Enterprises, Inc. Long-Term Performance and Restricted
Stock Incentive Plan, does hereby appoint John R. Brehm and Bryan
G. Tabler, 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/ Thomas H. Sams /s/ Joseph D. Barnette, Jr.
/s/ Ramon L. Humke /s/ Thomas M. Miller
/s/ Earl B. Herr, Jr. /s/ L. Ben Lytle
/s/ Robert A. Borns /s/ Mitchell E. Daniels, Jr.
/s/ Edwin J. Goss /s/ Sallie W. Rowland
/s/ Sam H. Jones /s/ Andre B. Lacy
/s/ Otto N. Frenzel III /s/ Michael S. Maurer
/s/ Rexford C. Early /s/ John R. Hodowal
/s/ Max L. Gibson
<PAGE>
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
27th day of June, 1995.
My Commission Expires: 6-13-99
/s/ Gloria K. Bryant
My County of Residence is Marion Gloria K. Bryant, Notary Public
