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
Indianapolis, Indiana 46206-1595
(Address, including zip code, (317) 261-8261
and telephone number, including
area code, of registrant's (Name, address, including zip code,
principal executive offices) and telephone number, including area
code, of agent for service)
Copies to: Bryan G. Tabler, Esquire
Vice President, Secretary and General Counsel
IPALCO Enterprises, Inc.
One Monument Circle, P.O. Box 1595
Indianapolis, Indiana 46206-1595
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement
pursuant to the dividend reinvestment and stock purchase plan described
herein.
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. [X]
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. [ ]
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.
[X] Registration Number 33-50823.
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 per unit<1> gate offering price <F1> tration fee
securities to
be registered
<S> <C> <C> <C> <C>
Common Stock, 140,000 $25.9375<F1> $3,631,250<F1> $1,252.16
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 April 4, 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.
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus
incorporated by reference into this Registration Statement is being used
as a combined Prospectus. The securities registered hereunder will be
offered only to holders of record of the shares of Common Stock of IPALCO
Enterprises, Inc. pursuant to the dividend reinvestment and optional cash
purchase feature of its Automatic Dividend Reinvestment and Stock
Purchase Plan. The Registrant has previously filed a Registration
Statement on Form S-8 relating to the offering of Common Stock to
eligible employees of IPALCO Enterprises, Inc., including any direct or
indirect subsidiary thereof, pursuant to the employee stock purchase
feature of the plan.
</TABLE>
(space intentionally left blank)
<PAGE>
This registration statement is being filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities
Act of 1933, in accordance with General Instruction IV of the Form S-3,
Registration of Additional Securities. The contents of a Form S-3
Registration Statement, Number 33-50823, filed with the Securities and
Exchange Commission by IPALCO Enterprises, Inc. on or about October 29,
1993, are hereby incorporated by reference into this Registration
Statement.
(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-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 July 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 dates 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
<PAGE>
(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
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
99 Prospectus Supplement dated April 10, 1996
EXHIBIT 5
April 10, 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 April 10, 1996, with
respect to the registration of One Hundred Forty Thousand (140,000)
shares of Common Stock, without par value, of the Company (the "Shares")
to be issued and sold to eligible participants in the IPALCO Enterprises,
Inc. Automatic Dividend Reinvestment and Stock Purchase Plan (the
"Plan"). The Plan provides that the Shares may be purchased by the Plan
either directly from the Company in the form of new issue Shares or on
the open market, as determined by the Company's Board of Directors.
Initially, the Board of Directors has determined that the Plan will
purchase Shares on the open market. This opinion relates only to Shares
purchased on the open market. If the Board of Directors determines later
that the Plan will purchase new issue Shares from the Company, the
Company will file an opinion of counsel relating to new issue Shares by a
post-effective amendment to the Registration Statement.
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, and in compliance with the
Securities Act of 1933, as amended, and with applicable state blue sky
laws, the Shares are and continue to be legally issued, fully paid and
non-assessable.
I consent to the use of my name under the caption "Legal Opinions" in the
Prospectus incorporated by reference into 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 report 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 also incorporated by reference into this Registration
Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Indianapolis, Indiana
April 8, 1996
IPALCO ENTERPRISES, INC. EXHIBIT 24
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 600,000
additional shares of Common Stock of the Corporation, without par value,
for issuance under the IPALCO Enterprises, Inc. Automatic Dividend
Reinvestment and 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/ Thomas H. Sams /s/ Joseph D. Barnette, Jr.
Thomas H. Sams Joseph D. Barnette, Jr.
/s/ Ramon L. Humke /s/ Thomas M. Miller
Ramon L. Humke Thomas M. Miller
/s/ Dr. Earl B. Herr, Jr. /s/ L. Ben Lytle
Dr. Earl B. Herr, Jr. L. Ben Lytle
/s/ Robert A. Borns /s/ Mitchell E. Daniels, Jr.
Robert A. Borns Mitchell E. Daniels, Jr.
/s/ Edwin J. Goss /s/ Sallie W. Rowland
Edwin J. Goss Sallie W. Rowland
/s/ Sam H. Jones /s/ Andre B. Lacy
Sam H. Jones Andre B. Lacy
/s/ Otto N. Frenzel III /s/ Michael S. Maurer
Otto N. Frenzel III Michael S. Maurer
/s/ Rexford C. Early /s/ John R. Hodowal
Rexford C. Early John R. Hodowal
/s/ Max L. Gibson
Max L. Gibson
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
EXHIBIT 99
Rule 424 (b)(3)
Registration Statement No. 3-50823
IPALCO ENTERPRISES, INC.
SUPPLEMENT TO AUTOMATIC DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN PROSPECTUS DATED OCTOBER 29, 1993
The following changes are made in the text of the Prospectus:
1. The text under the caption "Legal Opinions" is changed from
Barnes & Thornburg, 11 South Meridian Street, 1313 Merchants
Bank Building, Indianapolis, Indiana 46204 to Bryan G.
Tabler, Vice President, Secretary and General Counsel, IPALCO
Enterprises, Inc., One Monument Circle, P.O. Box 1595,
Indianapolis, Indiana 46206-1595.
Shareholders may obtain a copy of the Prospectus dated October 29,
1993 by contacting Shareholder Services, Indianapolis Power & Light
Company, P.O. Box 798, Indianapolis, IN 46206.
April 10, 1996
