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)
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:
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, 1,000,000 $32.00<F1> $32,000,000<F1> $11,034.48
without par value shares <F2><F3>
<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> 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.
<F3> 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 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.
<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) The Annual Report of the Plan on Form 11-K for the year
ended October 31, 1994.
(3) Quarterly Report of the Registrant on Form 10-Q for the
quarter ended March 31, 1995.
(4) 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.
(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 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, Esq.,
Vice President, Secretary and General Counsel of the Registrant. Mr. Tabler
holds 4,045 shares of restricted stock issued under the Registrant's Long-
Term Performance and Restricted Stock Incentive Plan, and owns directly
5,745 shares of the Registrant's common stock.
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.
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.
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 the Registrant 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 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.
(signature page to follow)
<PAGE>
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
(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>
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 27th day
of June, 1995.
INDIANAPOLIS POWER & LIGHT COMPANY
EMPLOYEES THRIFT PLAN
By the Employees' Pension Committee,
Plan Administrator
By a majority of the members:
/s/ Max Califar
Max Califar
/s/ Gerald D. Waltz
Gerald D. Waltz
/s/ Maurice O. Edmonds
Maurice O. Edmonds
/s/ Stephen J. Plunkett
Stephen J. Plunkett
/s/ John D. Wilson
John D. Wilson
<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 (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 LLP
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 27, 1995 and April 15, 1995, appearing in the Annual Report on
Form 10-K of IPALCO Enterprises, Inc. for the year ended December 31,
1994 and in the Annual Report on Form 11-K of the Employees' Thrift
Plan of Indianapolis Power & Light Company for the year ended October 31,
1994, respectively.
/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 1,000,000
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 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/ Robert 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
