Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
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.)
One Monument Circle John R. Brehm
P.O. Box 1595 Vice President and Treasurer
Indianapolis, Indiana 46206-1595 IPALCO Enterprises, Inc.
(317) 261-8261 One Monument Circle,
P.O. Box 1595
(Address, including zip code, and Indianapolis, Indiana 46206-1595
telephone number, including area (317) 261-8261
code, of registrant's principal (Name, address, including zip
executive offices) code, and telephone number,
including area code, of agent
for service)
Copies to:
Bryan G. Tabler
Vice President, Secretary and General Counsel
IPALCO Enterprises, Inc.
One Monument Circle
P.O. Box 1595
Indianapolis, IN 46206-1595
Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box.
[X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ].
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of each Amount to Proposed maximum Proposed maximum aggre- Amount of regis-
class of be registered offering price gate offering price <F1> tration fee
securities to per unit<F1>
be registered
<S> <C> <C> <C> <C>
Common Stock, 1,500,000 $26.125<F1> $39,187,500<F1> $13,512.93
without par value shares<F2>
<FN>
<F1> Estimated solely for the purpose of calculating the registration
fee and based on the average of the high and low sales prices per
share of Common Stock of IPALCO Enterprises, Inc. on July 16, 1996,
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>
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that
this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the
registration statement shall become effective on such date as the
Securities and Exchange Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
PROSPECTUS
IPALCO ENTERPRISES, INC.
IPALCO PowerInvest
_________________
Common Stock, No Par Value
IPALCO PowerInvest, the dividend reinvestment and direct stock
purchase plan (the "Plan") of IPALCO Enterprises, Inc. ("IPALCO"),
provides a simple and convenient method for current and potential
investors to purchase shares of IPALCO Common Stock, no par value
("Common Stock") either in the form of new issue shares, open market
shares, or in privately negotiated transactions, as determined by
IPALCO's Board of Directors.
Participants in the Plan may:
* through an initial cash investment of at least $250 become an
IPALCO shareholder;
* have dividends on all or a portion of the Common Stock,
whether held directly or in the Plan, automatically
reinvested;
* receive cash dividends on all or a portion of the Common
Stock, whether held directly or in the Plan;
* invest by making optional cash payments of not less than $25
in any calendar month or more than $100,000 in any calendar
year;
* deposit their Common Stock certificates with the Plan for
safekeeping;
* direct IPALCO to transfer shares of Common Stock held in the
Plan to other persons and receive a gift certificate upon
request; and
* sell shares of Common Stock held in their Plan accounts.
The purchase price of new issue shares of Common Stock will be the
average of the high and low sales prices on the New York Stock Exchange
Composite Tape on the Investment Date, as defined in the Plan. The
purchase price of shares purchased on the open market will be the
weighted average of the prices of the Common Stock purchased for the Plan
for an Investment Date, including brokerage commissions. The Common
Stock is listed on the New York Stock Exchange and the Chicago Stock
Exchange. To the extent required by applicable law in certain
jurisdictions, shares of Common Stock offered under the Plan to certain
persons are offered only through a registered broker-dealer in such
jurisdictions.
_________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_________________
This Prospectus constitutes the Plan document and relates to
1,500,000 shares of Common Stock of IPALCO registered for
purchase under the Plan. This Prospectus should be retained
for future reference.
The date of this Prospectus is ____________, 1996.
<PAGE>
IF YOU HAVE QUESTIONS CONCERNING THE PLAN
Please address all correspondence concerning the Plan to:
Indianapolis Power & Light Company Local Telephone 317-261-8394
Shareholder Services Toll Free 800-877-0153
P.O. Box 798 Facsimile 317-630-5780
Indianapolis, Indiana 46206-0798 Internet http://www.ipalco.com
E-Mail [email protected]
AVAILABLE INFORMATION
IPALCO is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission") which may be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
following regional offices of the Commission: Seven World Trade Center,
New York, New York 10048, and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material also can be obtained
from the Public Reference Section of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549 at prescribed rates. The Commission
maintains a Web site that contains reports, proxy and information
statements and other information regarding registrants that file
electronically with the Commission. The address of such site is
http://www.sec.gov. Reports, proxy material and other information
concerning IPALCO can also be inspected at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005 and the Chicago
Stock Exchange, 440 South LaSalle Street, Chicago, Illinois 60603.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
IPALCO's Annual Report on Form 10-K for the latest fiscal year, all
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed by
IPALCO pursuant to Section 13 or 15(d) of the Exchange Act since the end
of such fiscal year, and the description of Common Stock which is
contained at Item 4 in a Registration Statement on IPALCO's Form 8-B, as
filed with the Commission on December 21, 1983, including any amendment
or report filed for the purpose of updating such description, have been
filed with the Commission and are incorporated herein by reference.
All documents subsequently filed by IPALCO with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act,
after the date of this Prospectus and prior to the termination of the
offering made by this Prospectus, shall be deemed to be incorporated by
reference in this Prospectus and to be a part of this Prospectus from the
date of the filing of such documents. Any statement contained herein or
in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be
incorporated by referenced herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
IPALCO hereby undertakes to provide without charge to each person
to whom this Prospectus has been provided, on the request of any such
person, a copy of any of the documents incorporated in this Prospectus by
reference, other than exhibits to such documents. Requests for such
copies should be directed to IPL Shareholder Services, P.O. Box 798,
Indianapolis, IN 46206, or by calling 317-261-8394 or 800-877-0153.
IPALCO ENTERPRISES, INC. AND ITS SUBSIDIARIES
IPALCO Enterprises, Inc. ("IPALCO") is a holding company
incorporated under the laws of the State of Indiana on September 14,
1983. Indianapolis Power & Light Company is a wholly-owned subsidiary of
IPALCO and is engaged primarily in generating, transmitting, distributing
and selling electric energy in the City of Indianapolis and neighboring
cities, towns and communities, and adjacent rural areas, all within the
State of Indiana, the most distant point being about forty miles from
Indianapolis. It also produces, distributes and sells steam within a
limited area in such city. Mid-America Capital Resources, Inc. ("Mid-
America") is the holding company for IPALCO's unregulated activities, and
has as its subsidiaries: Indianapolis Campus Energy, Inc., Store Heat and
Produce Energy, Inc., which conducts business as SHAPE Energy Resources,
American Energy Service Corp., and Mid-America Energy Resources, Inc.
("Energy Resources"). Energy Resources has operated a district cooling
system in downtown Indianapolis since 1991 and through other subsidiaries
in downtown Cleveland, Ohio, since 1993. In 1995, Mid-America
established Vital Resource Management as an operating division within
Mid-America. The principal executive offices of IPALCO are located at
One Monument Circle, Indianapolis, Indiana 46204, and the telephone
number is 317-261-8261.
IPALCO PowerInvest
Purpose
The purpose of the Plan is to provide existing and potential
investors with a simple, convenient and economical method to purchase
shares of IPALCO Common Stock.
Administration
Indianapolis Power & Light Company ("IPL" or the "Administrator")
administers the Plan, maintains records, sends statements of account to
participants and performs such other duties as required by the Plan. The
Administrator also serves as transfer agent, registrar and dividend
paying agent for IPALCO Common Stock.
All correspondence regarding the Plan and completed Enrollment
Forms should be sent to the Administrator at the address which follows.
Please provide your Plan account number and/or Social Security Number on
all correspondence.
Indianapolis Power & Light Company Local Telephone 317-261-8394
Shareholder Services Toll Free 800-877-0153
P.O. Box 798 Facsimile 317-630-5780
Indianapolis, Indiana 46206-0798 Internet http://www.ipalco.com
E-mail [email protected]
The Administrator will appoint an independent agent (the "Agent")
for purchasing and selling shares for participants on the open market or
through negotiated transactions consistent with applicable securities
laws and regulations relating to volume, timing and price of such
purchases during any calendar month. The Agent will be an "agent
independent of the issuer" as that term is defined in the rules and
regulations under the Exchange Act. All shares purchased by the Agent
will be held by and registered in the nominee name of the Administrator.
IPALCO reserves the right to make such additional or other
arrangements for the administration of the Plan as it deems appropriate.
IPALCO may replace the Administrator or the Agent at any time without
prior notice to the Plan participants. The Administrator and the Agent
each reserves the right to resign at any time upon advance written notice
to IPALCO. IPALCO, IPL and the Agent, in administering the Plan and in
performing their respective functions, shall not be liable for any act
done in good faith, or for any good faith omission to act, including,
without limitation, any claims of liability arising, or alleged to have
arisen, out of the failure to enroll an applicant, reinvest dividends,
invest initial or optional cash payments or terminate a participant's
account under the Plan. However, nothing contained herein shall affect a
participant's right to bring a cause of action based on alleged
violations of federal securities laws.
Participants should recognize that IPALCO cannot assure them of a
profit or protect them against a loss on the value of shares of Common
Stock purchased or deposited by them under the Plan.
The officers of IPALCO may take such actions to carry out the Plan
as are not contrary to the terms and conditions of the Plan. IPALCO will
interpret and regulate the Plan and any agreement pertaining thereto, and
any such interpretation or regulation shall be conclusive.
Eligibility
Any person or entity, whether or not a record holder of Common
Stock, is eligible to participate in the Plan, provided that (i) such
person or entity fulfills the prerequisites for participation described
herein; and (ii) in the case of citizens or residents of a country other
than the United States, its territories and possessions, participation
would not violate local laws applicable to IPALCO, the Plan or the
participant. To the extent required by applicable law in certain
jurisdictions, shares of Common Stock offered under the Plan to certain
persons are offered only through a registered broker-dealer in such
jurisdictions.
If a person owns shares which are registered in someone else's
name, such as in the name of a broker, nominee or trustee, and desires to
participate in the Plan, such person may request the broker, nominee or
trustee to participate in the Plan on his or her behalf. In the
alternative, such person may have those shares registered in his or her
own name and participate in the Plan individually.
Enrollment
Holders of Common Stock currently participating in IPALCO's
Automatic Dividend Reinvestment and Stock Purchase Plan, which is being
replaced by this Plan, will automatically be participants in the Plan
without sending in a new Enrollment Form. However, a participant who
wishes to change his participation in any way must submit a new
Enrollment Form.
After being furnished with a copy of this Prospectus, enrollment in
the Plan may be accomplished at any time by completing and signing an
Enrollment Form and returning it to the Administrator at the applicable
address indicated in "Administration" above. Persons or entities that
are not registered holders of Common Stock, or employees of IPALCO or its
subsidiaries, must submit an initial cash investment, in an amount of at
least $250 and not more than $100,000 with their Enrollment Form. Checks
or money orders should be made payable to the order of "IPALCO
Enterprises, Inc." DO NOT SEND CASH. An Enrollment Form and return
envelope may be obtained by written request to the Administrator, or by
calling 317-261-8394 or 800-877-0153.
An Enrollment Form will be processed as promptly as practicable,
normally within two business days of receipt. Participation in the Plan
will commence after the properly completed Enrollment Form has been
reviewed and accepted by the Administrator.
If the Enrollment Form is received after a record date,
reinvestment of dividends will begin with the next dividend payment date.
See "Dividends" for approximate record dates and cash dividend payment
dates.
Employee Enrollment
After being furnished with a copy of this Prospectus, enrollment in
the Plan by employees who are not currently shareholders may be
accomplished at any time by completing and signing an Enrollment Form and
returning it to the Administrator together with an initial payment of at
least $25. Checks or money orders should be made payable to the order of
"IPALCO Enterprises, Inc." Employees who are already registered
shareholders may participate in the Plan by completing an Enrollment
Form.
To receive an Enrollment Form employees may contact:
IPL - Shareholder Services Division Telephone: 317-261-8394
Room 701 - IPALCO Corporate Center 800-877-0153
Dividend Reinvestment Options
Participants may choose to reinvest cash dividends paid on Common
Stock registered in their name or held in their account under the Plan as
follows:
Full Reinvestment -- Reinvest cash dividends payable on all Common
Stock registered in the participant's name and on all Common Stock
held in the Plan.
Partial Reinvestment -- Reinvest cash dividends payable on a portion
of the Common Stock registered in the participant's name or held in
the Plan and receive cash dividends on the remaining shares.
No Reinvestment -- Receive cash dividends on all Common Stock
registered in the participant's name and on all Common Stock held in
the Plan.
Participants may make optional cash payments at any time under any of the
reinvestment options.
If a participant does not make an election, dividends payable on
Common Stock held in his or her account under the Plan will be
reinvested.
Changing Reinvestment Options
Participants may change their reinvestment option after enrollment
by selecting one of the other options on a new Enrollment Form and
signing and returning it to the Administrator. Changes will become
effective as soon as practicable after they are received by the
Administrator.
Direct Deposit of Dividends
A participant may elect to have any cash dividends not being
reinvested under the Plan electronically deposited to the participant's
predesignated U.S. bank account. To receive such dividends by direct
deposit, contact the Administrator for a Direct Deposit Authorization
Form. Direct Deposit Authorization Forms should be completed, signed and
returned to the Administrator. Participants may change the designated
account for direct deposit or discontinue this feature by written
instructions to the Administrator.
<PAGE>
Optional Cash Payments
After enrolling as a Plan participant, subsequent optional cash
payments of not less than $25 in any calendar month, or more than
$100,000 per calendar year, may be made from time to time. Such
investments may be made by sending a check or money order, payable to the
order of "IPALCO Enterprises, Inc." along with a completed cash payment
form located at the top of the account statement.
Once employees become Plan participants, they may elect to make
optional cash payments through payroll deduction of not less than $12.50
bi-weekly. The amount of payroll deduction can be changed or terminated
by contacting the Administrator. Employees may also send optional cash
payments directly to the Administrator under the same terms and
conditions as other Plan participants.
Optional cash payments will be acknowledged in the regular account
statement prepared by the Administrator. If the Administrator receives
payments totaling more than $100,000 per calendar year from a
participant, the amount by which those payments exceed $100,000, or if in
one check, the entire amount, will be returned to the participant. A
participant may prevent investment of an optional cash payment by
notifying the Administrator at least five full business days before the
Investment Date. The same amount of money need not be sent each time,
and there is no obligation to make an optional cash payment at any time.
Participants who elect to make initial or optional cash payments under
the Plan must make such payments in lawful money of the United States of
America. The method of delivery of any initial and optional cash
investment is at the election and risk of the participant or interested
investor and will be deemed received when actually received by the
Administrator.
Electronic Stock Purchase
Participants may also take advantage of an automatic monthly
investment feature of the Plan. This feature allows a participant to
specify an amount (not less than $25 in any calendar month nor more than
$100,000 per calendar year) to be electronically transferred from a pre-
designated U.S. bank checking account. To initiate automatic monthly
deductions, the participant must complete and sign an Electronic Stock
Purchase Form and return it to the Administrator together with a voided
check for the account from which such funds are to be drawn. Electronic
Stock Purchase Forms may be obtained from the Administrator at the
address indicated in "Administration" above. Once automatic monthly
deduction is initiated, funds will be drawn from the participant's
designated checking account on the 15th day of the month. If the 15th
day of the month falls on a day on which financial institutions are
closed in Indianapolis, Indiana, the automatic deduction will occur on
the next business day. Participants may change or terminate their
automatic investments by notifying the Administrator in writing.
Dividends
Dividend declarations will be determined by the Board of Directors
of IPALCO upon giving consideration to earnings, financial requirements
and other factors. The cash dividend payment dates for IPALCO are
normally January 15, April 15, July 15 and October 15 of each year. The
dividend record dates are normally three weeks prior to the dividend
payment dates. Cash dividends are payable on whole shares and any
fractional interest in a share of Common Stock.
<PAGE>
Investment Dates
Initial or optional cash investments will be invested two times each
month, usually on the 1st and 15th of each month (the "Investment
Dates"). Cash dividends will be reinvested on the Investment Date which
falls on the 15th day of the month. If an Investment Date falls on a day
on which the New York Stock Exchange is closed, the Investment Date will
be the next following trading day. Optional cash payments received by
check must be received by the Administrator at least five full business
days before an Investment Date. Cash payments received less than five
full business days before an Investment Date will be invested on the
following Investment Date. Optional cash payments received by automatic
withdrawal from a participant's checking account will normally be
invested on the 15th day of the month.
Purchase Procedures and Prices
The Agent may, at its discretion, purchase Common Stock prior to an
Investment Date and has absolute discretion, consistent with applicable
securities laws and regulations as to when, in what amounts and the price
at which Common Stock will be purchased during any calendar month. Funds
not invested in Common Stock within 30 days of receipt will be refunded
without interest to participants. No interest will be earned by or paid
to participants on funds held by the Administrator. Participants are
urged to time their initial or optional cash investments so that such
funds are received by the Administrator shortly (but not less than five
business days) before an Investment Date.
The number of shares purchased for each participant will depend on
the total amount of the participant's dividends to be reinvested, any
initial or optional cash payments to be invested, the price per share of
Common Stock, and the brokerage commissions incurred when making open
market purchases of Common Stock. A participant's account will be
credited on the Investment Date with the number of shares purchased,
including fractions of shares computed to four decimal places. There is
no provision in the Plan for participants, IPALCO or the Administrator to
order the purchase of a specific number of shares, a specified price, the
markets on which shares are purchased or the selection of the broker or
dealer (other than the Agent) through or from whom purchases may be made.
Since purchases under the Plan will not necessarily occur on a particular
date, a participant does not have the freedom to select more precise
timing for purchases.
The price per share of Common Stock purchased on the open market for
any Investment Date will be the weighted average of the prices paid by
the Agent for the Common Stock purchased for the applicable investment
period, plus brokerage commissions. The price per share of new issue
shares of Common Stock purchased from IPALCO on any Investment Date will
be the average of the high and low sales prices of the Common Stock on
the New York Stock Exchange Composite Tape on the Investment Date. In
determining the purchase price, fractional cents will be rounded to the
next whole one-tenth of a cent. The high and low sale prices on the
Composite Tape normally will be published in The Wall Street Journal on
the first business day following an Investment Date.
Partial Withdrawal of Shares from Plan
Any number of whole shares held in a participant's account may be
withdrawn by the participant, upon written request to the Administrator,
without complete withdrawal from the Plan. A form on the reverse side of
the account statement may be used for that purpose. Any such request
will be processed weekly, and a certificate for the whole number of
shares withdrawn will be sent to the participant. Any withdrawal request
received by the Administrator on or after an ex-dividend date (two
business days before record date) will not be processed until after the
dividend relating to that record date has been reinvested.
The certificates for shares withdrawn will be registered in the
participant's name as shown on the account registration. The
certificates may be registered in another name subject to compliance with
the Administrator's transfer requirements as discussed under "Gifts or
Transfer of Common Stock."
Dividends on any shares withdrawn from the Plan in certificate form
will continue to be reinvested in the Plan if the participant has elected
the Full Reinvestment option. For participants who have elected other
investment options, dividends on any shares withdrawn from the Plan in
certificate form will be reinvested or paid in cash, consistent with the
participant's current election.
Complete Withdrawal from Plan
A participant may completely withdraw from the Plan by giving
written notice of withdrawal to the Administrator. A notice of complete
withdrawal from the Plan will be processed weekly, and a certificate for
all whole shares in the participant's account and a check for the
proceeds from the sale of any fractional share will be sent to the
participant. Any withdrawal request received by the Administrator on or
after an ex-dividend date (two business days before record date) will not
be processed until after the dividend relating to that record date has
been reinvested.
The certificates for shares withdrawn will be registered in the
participant's name as shown on the account registration. The
certificates may be registered in another name subject to compliance with
the Administrator's transfer requirements as discussed under "Gifts or
Transfer of Common Stock."
Gifts or Transfer of Common Stock
If a participant wishes to change the ownership of all or part of
his Common Stock held in the Plan, a gift or transfer may be made subject
to compliance with the Administrator's transfer requirements and the
rules of the Securities Transfer Association, Inc. Any such request must
be in writing, bear the signature of the participant and such signature
must be accompanied by a Medallion Guarantee from a commercial bank,
member of the New York Stock Exchange or other participant in the
Medallion Program.
A new Plan account will be opened in the name of the person to whom
the shares are transferred, but no stock certificate will be issued. A
Plan prospectus will be mailed to such person as a new shareholder and
any dividends paid on the new account will be reinvested unless the
Administrator receives a completed Enrollment Form from the new
shareholder indicating a different reinvestment option.
IPALCO will provide the participant who requested the transfer and
the new shareholder with an account statement to confirm establishment of
the new account and reflect current transactions. In addition, gift
certificates reflecting the gift or transfer are available upon request.
Sale of Common Stock
A participant may request in writing that the Administrator sell all
or any portion of the shares held in the Plan account. Requests for
sales may be made at any time and the Administrator will forward the sale
instructions to the Agent weekly. The Agent will sell such shares as
soon as practicable after processing the request. A check made payable
to the shareholder of record for the sale proceeds, less any brokerage
commission, will be sent within three business days after the date of
sale. Any sale request received by the Administrator on or after an ex-
dividend date (two business days before record date) will not be
processed until after the dividend relating to that record date has been
reinvested. There is no provision in the Plan for participants, IPALCO
or the Administrator to order a specified price, the markets on which
shares are sold or the selection of the broker or dealer (other than the
Agent) through or from whom sales may be made. For participants selling
whole shares and fractional shares, the price of the fractional share
will be based upon the same price received for the whole shares.
Costs
Brokerage commissions resulting from open market purchases of Common
Stock made by the Agent for an Investment Date will be added to the price
per share of Common Stock. Brokerage commissions will be a negotiated
rate established under the terms of IPALCO's agreement with the Agent,
which is $0.06 per share as of the date of this Prospectus. However,
there are no brokerage commissions charged to participants when new issue
shares of Common Stock are being purchased under the Plan. If a
participant sells shares held in the Plan, the Agent will deduct the
brokerage commission and other charges related to such sale. All other
costs associated with the administration of the Plan are paid by IPALCO.
Reports to Participants
Each participant in the Plan will receive an account statement after
completion of each transaction affecting such account, including each
dividend payment date, after each optional cash purchase, deposit, sale,
withdrawal or transfer. The statement will show, as applicable, the date
of the transaction, the amount invested, the purchase price of the Common
Stock, the number of shares purchased, deposited, sold, transferred, or
withdrawn, total shares held in the Plan, and other relevant information.
Participants should retain these statements of account in order to
establish the cost basis, for tax purposes, for shares of Common Stock
acquired under the Plan. In addition, participants will receive copies
of the same communications sent to all holders of Common Stock, including
IPALCO's annual report to shareholders, annual meeting materials, and
certain income tax information for reporting dividends paid or
reinvested.
Certificates for Shares
Certificates for all or a portion of whole shares of Common Stock
purchased under the Plan will be issued out of a participant's account
only upon written request. A form on the reverse side of the account
statement may be used for that purpose. Certificates for fractional
interest in shares will not be issued under any circumstances. Upon
withdrawal or termination from the Plan, fractional shares will be
aggregated with other fractional shares and sold through the Plan and a
check for the proceeds will be mailed directly to the participant.
Shares credited to the account of a participant under the Plan may
not be pledged. Participants who wish to pledge their Common Stock must
request that such shares be withdrawn from the Plan and that certificates
be issued in the participant's name.
Safekeeping Services for Certificates
The Plan's Safekeeping Service allows Plan participants to deposit
certificated shares of Common Stock for safekeeping. Shares deposited
for safekeeping will be held in the name of the nominee of the
Administrator and credited to the participant's account under the Plan.
Plan participants may instruct the Administrator to reinvest all or a
portion of the dividends or pay dividends in cash.
<PAGE>
The Plan's Safekeeping Service offers two significant advantages to
participants. First, the risk associated with loss, theft or destruction
of a participant's certificated shares is eliminated. Second, because
certificated shares deposited with the Plan for safekeeping are treated
the same way as other shares held in the Plan, they may be sold through
the Plan in a convenient and economical manner.
Participants who wish to deposit certificated shares of Common Stock
with the Plan should send them to the Administrator with written
instructions to place them in safekeeping. The certificates should not
be endorsed and the assignment section should not be completed.
Participants are urged to send stock certificates by certified mail,
return receipt requested.
Amendment or Termination of the Plan
IPALCO reserves the right to amend, suspend, modify or terminate the
Plan at any time, in whole, in part, or with respect to participants in
one or more jurisdictions, without the approval of participants. All
participants will receive notice of any such amendment, suspension,
modification or termination. Upon termination of the Plan, certificates
for whole shares credited to a participant's account under the Plan will
be issued and a cash payment will be made for any fractional interest in
shares as provided herein.
Federal Income Tax Consequences
Cash dividends paid to participants or reinvested under the Plan
will be taxable as having been received by a participant, even though the
participant has not actually received them in cash. A participant will
receive an annual statement from the Administrator indicating the amount
of cash dividends or reinvested dividends reported to the U.S. Internal
Revenue Service ("Service") as dividend income.
A participant will not realize gain or loss for U.S. Federal income
tax purposes upon the transfer of shares to the Plan or the withdrawal of
whole shares from the Plan. Participants will, however, generally
realize gain or loss upon the sale of shares (including the receipt of
cash for fractional shares) held in the Plan.
As a general matter, the tax basis of shares purchased with
reinvested dividends or cash payments will equal the cost of such shares,
including any brokerage fees and related charges paid out of the
reinvested dividends or optional cash. An exception applies to shares
purchased with reinvested dividends excluded from gross income under a
limited election available during the period 1982 through 1985, as to
which shares the tax basis is generally zero.
Plan participants who are non-resident aliens or non-U.S.
corporations, partnerships or other entities generally are subject to a
withholding tax on dividends paid on shares held in the Plan. The
Administrator is required to withhold from dividends paid the appropriate
amount determined in accordance with Service regulations. Where
applicable, this withholding tax is determined by treaty between the U.S.
and the country in which such participant resides. Accordingly, the
amount of any dividends, net of the applicable withholding tax, will be
credited to participant Plan accounts for investment in additional shares
of Common Stock or paid to the participant in cash.
The foregoing does not purport to be a comprehensive summary of all
of the tax considerations that may be relevant to a participant in the
Plan. In addition, special tax considerations may apply to certain
participants; therefore, participants are urged to consult their tax
advisors regarding the consequences of participation in the Plan.
Other Information
Stock dividend, stock split, or other distribution. Any shares of
Common Stock distributable by IPALCO as a stock dividend, a stock split,
or a similar transaction on shares of Common Stock credited to a
participant's account under the Plan as of the record date for such stock
dividend, stock split or other distribution will be credited to that
account under the Plan.
Rights offering. In the event that IPALCO makes a Common Stock
rights offering, the subscription rights pertaining to any shares
registered in the names of participants in the Plan would be mailed
directly to them, in the same manner as to shareholders not participating
in the Plan. The rights pertaining to shares held in Plan accounts would
be sold by the Agent and the proceeds used to purchase additional shares
of Common Stock to be allocated to such accounts. Participants wishing
to exercise, transfer or sell rights belonging to shares held in their
Plan accounts must request that the Administrator withdraw such shares
from their accounts before the record date for the rights offering.
Voting of Shares. A participant will have the exclusive right to
exercise all voting rights respecting shares of Common Stock credited to
his account. IPALCO will forward all shareholder materials relating to
shares of Common Stock credited to a participant's account to the
participant. A participant may vote all shares of Common Stock,
including fractional shares, credited to his account in person or by
proxy. A participant's proxy card will include shares of Common Stock
credited to his account and shares of Common Stock registered in his
name. Shares of Common Stock credited to a participant's account will
not be voted unless the participant or his proxy votes them.
PLAN OF DISTRIBUTION
The Common Stock offered hereby is offered pursuant to the Plan
which provides for the purchase of shares of Common Stock, either from
IPALCO's authorized but unissued shares, by an Agent on the open market,
or in privately negotiated transactions. As of the date of this
Prospectus, shares of Common Stock purchased for participants under the
Plan are being purchased on the open market by an Agent, as defined
herein. IPALCO may not change its determination regarding the source of
purchases of shares under the Plan more than once in any three month
period. The primary consideration in determining the source of shares of
Common Stock to be used for purchases under the Plan is expected to be
IPALCO's need to increase equity capital. The determination whether to
purchase Common Stock in the form of new issue shares or on the open
market shall be made by IPALCO's Board of Directors, at its sole
discretion, without notice to participants. Participants pay a brokerage
commission to the Agent on each purchase and sale of Common Stock on the
open market, and all other costs and expenses associated with the Plan
are paid by IPALCO.
USE OF PROCEEDS
As of the date of this Prospectus, shares of Common Stock purchased
for participants under the Plan are being purchased on the open market
and IPALCO will not receive any proceeds. The proceeds to be received by
IPALCO from the sale of new issue shares of Common Stock offered hereby,
after payment of the expenses incurred in the administration of the Plan,
will be placed in IPALCO's treasury and used to meet current expenditures
and for general corporate purposes. IPALCO has no basis for estimating
either the number of new issue shares of Common Stock, if any, that may
be purchased under the Plan or the prices at which such shares will be
purchased.
<PAGE>
EXPERTS
The consolidated financial statements and the related consolidated
financial statement schedules incorporated by reference in this
Prospectus have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their reports, which are incorporated herein by
reference, and have been so incorporated in reliance upon the reports of
such firm given upon their authority as experts in accounting and
auditing.
LEGAL OPINIONS
Certain legal matters in connection with the Common Stock offered
hereby have been passed upon for IPALCO by Bryan G. Tabler, Vice
President, Secretary and General Counsel of IPALCO, One Monument Circle,
Indianapolis, Indiana 46204. As of June 15, 1996, Mr. Tabler owned 9,332
shares of IPALCO's Common Stock. Mr. Tabler is acquiring additional
shares of IPALCO Common Stock at regular intervals through the
Indianapolis Power & Light Company Employees' Thrift Plan and through
this Plan.
<PAGE>
TABLE OF CONTENTS
Page
Questions Concerning the Plan. . . . . . . . . . . . . 2
Available Information. . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents by Reference. . . . 2
IPALCO Enterprises, Inc. and Its Subsidiaries. . . . . 3
IPALCO PowerInvest . . . . . . . . . . . . . . . . . . 3
Purpose . . . . . . . . . . . . . . . . . . . . . 3
Administration. . . . . . . . . . . . . . . . . . 3
Eligibility . . . . . . . . . . . . . . . . . . . 4
Enrollment. . . . . . . . . . . . . . . . . . . . 4
Employee Enrollment . . . . . . . . . . . . . . . 5
Dividend Reinvestment Options . . . . . . . . . . 5
Changing Reinvestment Options . . . . . . . . . . 5
Direct Deposit of Dividends . . . . . . . . . . . 5
Optional Cash Payments. . . . . . . . . . . . . . 6
Electronic Stock Purchase . . . . . . . . . . . . 6
Dividends . . . . . . . . . . . . . . . . . . . . 6
Investment Dates. . . . . . . . . . . . . . . . . 7
Purchase Procedures and Prices. . . . . . . . . . 7
Partial Withdrawal of Shares from Plan. . . . . . 7
Complete Withdrawal from Plan . . . . . . . . . . 8
Gifts or Transfer of Common Stock . . . . . . . . 8
Sale of Common Stock. . . . . . . . . . . . . . . 8
Costs . . . . . . . . . . . . . . . . . . . . . . 9
Reports to Participants . . . . . . . . . . . . . 9
Certificates for Shares . . . . . . . . . . . . . 9
Safekeeping Services for Certificates . . . . . . 9
Amendment or Termination of the Plan. . . . . . . 10
Federal Income Tax Consequences . . . . . . . . . 10
Other Information . . . . . . . . . . . . . . . . 11
Plan of Distribution . . . . . . . . . . . . . . . . . 11
Use of Proceeds. . . . . . . . . . . . . . . . . . . . 11
Experts. . . . . . . . . . . . . . . . . . . . . . . . 12
Legal Opinions . . . . . . . . . . . . . . . . . . . . 12
<PAGE>
IPALCO ENTERPRISES, INC.
Common Stock, No Par Value
_________
P R O S P E C T U S
_________
IPALCO PowerInvest
__________, 1996
<PAGE>
No person has been authorized
to give any information or to
make any representations,
other than those contained in
this Prospectus, and, if given
or made, such information or
representations must not be
relied upon as having been
authorized by IPALCO
Enterprises, Inc. This
Prospectus does not constitute
an offer to sell or the
solicitation of an offer to
buy any of the securities
offered hereby in any
jurisdiction to or from any
persons to whom it is unlawful
to make or solicit such offer
in such jurisdiction. Neither
the delivery of this
Prospectus nor any sales made
hereunder shall under any
circumstances create any
implication that there has
been no change in the affairs
of IPALCO since the date
hereof or that the information
herein is correct as of any
time subsequent to its date.
IPALCO ENTERPRISES, INC.
ONE MONUMENT CIRCLE
P.O. BOX 1595
INDIANAPOLIS, IN 46206-1595
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is a statement of estimated expenses in connection with
the issuance and distribution of the securities being registered:
SEC Registration Fee $13,512.93
Printing and Engraving* 15,000.00
Accounting Fees and Expenses* 2,500.00
Legal Fees and Expenses* 7,000.00
Blue Sky Fees and Expenses* 5,000.00
Miscellaneous* 500.00
Total* $43,512.93
*Estimated
Item 15. Indemnification of Directors and Officers.
IND. CODE Sections 23-1-37-1 through 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 fullest 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 16. Exhibits.
The exhibits furnished with the Registration Statement are listed on the
Exhibit Index which follows the signature pages herein.
Item 17. 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
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act
and will be governed by the final adjudication of such issue.
<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-3 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 25, 1996.
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 dates indicated.
Signatures Title Date
(i) Principal Executive Officer:
/s/ John R. Hodowal Chairman of the Board
(John R. Hodowal) and President June 25, 1996
(ii) Principal Financial Officer:
/s/ John R. Brehm Vice President
(John R. Brehm) and Treasurer June 25, 1996
(iii) Controller or Principal
Accounting Officer:
/s/ Stephen J. Plunkett
(Stephen J. Plunkett) Controller June 25, 1996
(iv) A Majority of the Board
of Directors:
*Mitchell E. Daniels, Jr Director
*Rexford C. Early Director
*Max L. Gibson Director
*Edwin J. Goss Director
*John R. Hodowal Director June 25, 1996
*Ramon L. Humke Director
*Sam H. Jones Director
*Andre B. Lacy Director
*L. Ben Lytle Director
*Michael S. Maurer 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
4.1 Amended Articles of Incorporation and Articles of
Amendment of the Registrant (Incorporated by reference
from Form 10-K dated 12/31/90)
4.2 IPALCO Enterprises, Inc. and First Chicago Trust
Company of New York (Rights Agent) - Rights Agreement
(Incorporated by reference from Exhibit 4.2 to the
Form 10-K dated 12-31-94.)
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 19, 1996
IPALCO Enterprises, Inc.
One 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-3 (the "Registration Statement") anticipated to be
filed with the Securities and Exchange Commission by IPALCO Enterprises,
Inc., an Indiana corporation, (the "Company") on July 19, 1996, with
respect to the registration of One Million Five Hundred Thousand
(1,500,000) shares of Common Stock, without par value, of the Company
(the "Shares") to be issued and sold to eligible participants in IPALCO
PowerInvest, a dividend reinvestment and direct stock purchase plan of
IPALCO Enterprises, Inc. (the "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 the Shares have been duly authorized, and when issued and
sold and the purchase price thereof has been paid, all as contemplated by
the Plan as described in the Registration Statement and in the Prospectus
relating thereto, as the same may be amended, the Shares are legally
issued, fully paid and non-assessable.
I consent to the use of my name under the caption "Legal Opinions" in the
Prospectus included in the Registration Statement and 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-3 of our reports dated
January 26, 1996 (February 27, 1996 as to Note 15), appearing in the
Annual Report on Form 10-K of IPALCO Enterprises, Inc. for the year ended
December 31, 1995, and to the reference to us under the heading "Experts"
in the Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Indianapolis, Indiana
July 19, 1996
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 1,500,000
additional shares of Common Stock of the Corporation, without par value,
for issuance under the IPALCO Enterprises, Inc. Dividend Reinvestment and
Direct Stock Purchase 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/ John R. Hodowal
John R. Hodowal
/s/ Ramon L. Humke /s/ Max L. Gibson
Ramon L. Humke Max L. Gibson
/s/ Thomas H. Sams /s/ Sam H. Jones
Thomas H. Sams Sam H. Jones
/s/ Andre B. Lacy /s/ Edwin J. Goss
Andre B. Lacy Edwin J. Goss
/s/ Sallie W. Rowland
Sallie W. Rowland
/s/ Mitchell E. Daniels, Jr.
Mitchell E. Daniels, Jr.
/s/ L. Ben Lytle
L. Ben Lytle
/s/ Michael S. Maurer
Michael S. Maurer
/s/ Rexford C. Early
Rexford C. Early
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 June, 1996.
My Commission Expires: 6-13-99 /s/ Gloria K. Bryant
My County of Residence is Marion Gloria K. Bryant, Notary Public
