<PAGE>
FORM 10-Q
SECURlTlES AND EXCHANGE COMMlSSlON
WASHINGTON, D. C. 20549
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended
March 31, 1996 Commission File Number 1-8644
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
Indianapolis, Indiana 46204
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 317-261-8261
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports),
and (2) has been subject to the filing requirements for at least the
past 90 days. Yes X No
--------- ---------
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding At March 31, 1996
----- -----------------------------
Common (Without Par Value) 56,905,912 Shares
<PAGE>1
IPALCO ENTERPRISES, INC. AND SUBSIDIARIES
-----------------------------------------
INDEX
-----
Page No.
--------
PART I. FINANCIAL INFORMATION
- -------------------------------
Statements of Consolidated Income -
Three Months Ended March 31, 1996 and 1995 2
Consolidated Balance Sheets - March 31, 1996 and
December 31, 1995 3
Statements of Consolidated Cash Flows -
Three Months Ended March 31, 1996 and 1995 4
Notes to Consolidated Financial Statements 5
Management's Discussion and Analysis of
Financial Condition and Results of Operations 6-8
PART II. OTHER INFORMATION 9-10
- ---------------------------
<PAGE>2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
IPALCO ENTERPRISES, INC. and SUBSIDIARIES
Statements of Consolidated Income
(In Thousands Except Per Share Amounts)
(Unaudited)
<CAPTION>
Three Months Ended
March 31
1996 1995
---------- ----------
<S> <C> <C>
UTILITY OPERATING REVENUES:
Electric $ 183,938 $ 164,347
Steam 12,508 11,171
---------- ----------
Total operating revenues 196,446 175,518
---------- ----------
UTILITY OPERATING EXPENSES:
Operation:
Fuel 44,423 43,667
Other 32,957 27,415
Power purchased 4,730 3,879
Purchased steam 2,152 1,984
Maintenance 13,814 14,691
Depreciation and amortization 23,706 21,381
Taxes other than income taxes 8,961 8,635
Income taxes - net 20,859 15,588
---------- ----------
Total operating expenses 151,602 137,240
---------- ----------
UTILITY OPERATING INCOME 44,844 38,278
---------- ----------
OTHER INCOME AND (DEDUCTIONS):
Allowance for equity funds used during construction 1,851 1,051
Other - net 743 (1,602)
Income taxes - net (172) 651
---------- ----------
Total other income - net 2,422 100
---------- ----------
INCOME BEFORE INTEREST AND OTHER CHARGES 47,266 38,378
---------- ----------
INTEREST AND OTHER CHARGES:
Interest 12,648 12,980
Allowance for borrowed funds used during construction (1,725) (1,300)
Preferred dividend requirements of subsidiary 795 795
---------- ----------
Total interest and other charges - net 11,718 12,475
---------- ----------
NET INCOME $ 35,548 $ 25,903
========== ==========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 56,863 56,721
(Note 2) ========== ==========
EARNINGS PER SHARE OF COMMON STOCK $ 0.63 $ 0.46
(Note 2) ========== ==========
DIVIDENDS DECLARED PER SHARE OF COMMON STOCK $ 0.37 $ 0.36
(Note 2) ========== ==========
See notes to consolidated financial statements.
</TABLE>
<PAGE>3
<TABLE>
IPALCO ENTERPRISES, INC. and SUBSIDIARIES
Consolidated Balance Sheets
(In Thousands)
(Unaudited)
<CAPTION>
March 31 December 31
ASSETS 1996 1995
------ ----------- -----------
<S> <C> <C>
UTILITY PLANT:
Utility plant in service $ 2,521,662 $ 2,517,790
Less accumulated depreciation 1,002,193 984,910
----------- -----------
Utility plant in service - net 1,519,469 1,532,880
Construction work in progress 266,957 249,249
Property held for future use 9,878 9,878
----------- -----------
Utility plant - net 1,796,304 1,792,007
----------- -----------
OTHER ASSETS:
Nonutility property - at cost, less accumulated depreciation 110,022 108,331
Other investments 4,375 6,256
----------- -----------
Other assets - net 114,397 114,587
----------- -----------
CURRENT ASSETS:
Cash and cash equivalents 25,320 11,554
Accounts receivable (less allowance for doubtful
accounts - 1996, $955 and 1995, $851) 59,642 59,073
Fuel - at average cost 29,151 30,250
Materials and supplies - at average cost 59,278 57,605
Prepayments and other current assets 3,801 4,412
----------- -----------
Total current assets 177,192 162,894
----------- -----------
DEFERRED DEBITS:
Regulatory assets 142,772 142,711
Miscellaneous 19,972 18,998
----------- -----------
Total deferred debits 162,744 161,709
----------- -----------
TOTAL $ 2,250,637 $ 2,231,197
=========== ===========
<PAGE>3 continued
CAPITALIZATION AND LIABILITIES
------------------------------
CAPITALIZATION:
Common shareholders' equity:
Common stock $ 387,288 $ 385,032
Premium on 4% cumulative preferred stock 1,363 1,363
Retained earnings 450,900 436,408
----------- -----------
Total common shareholders' equity 839,551 822,803
Cumulative preferred stock of subsidiary 51,898 51,898
Long-term debt (less current maturities and
sinking fund requirements) 702,559 698,600
----------- -----------
Total capitalization 1,594,008 1,573,301
----------- -----------
CURRENT LIABILITIES:
Notes payable - banks and commercial paper 56,500 69,122
Current maturities and sinking fund requirements 15,150 17,500
Accounts payable and accrued expenses 70,083 81,984
Dividends payable 22,181 21,567
Taxes accrued 48,446 21,225
Interest accrued 12,121 14,719
Other current liabilities 16,033 16,092
----------- -----------
Total current liabilities 240,514 242,209
----------- -----------
DEFERRED CREDITS AND OTHER LONG-TERM LIABILITIES:
Accumulated deferred income taxes - net 295,134 292,417
Unamortized investment tax credit 49,901 50,636
Accrued postretirement benefits 28,407 30,517
Accrued pension benefits 33,151 31,834
Miscellaneous 9,522 10,283
----------- -----------
Total deferred credits and other long-term liabilities 416,115 415,687
----------- -----------
COMMITMENTS AND CONTINGENCIES (NOTE 5)
TOTAL $ 2,250,637 $ 2,231,197
=========== ===========
See notes to consolidated financial statements.
</TABLE>
<PAGE>4
<TABLE>
IPALCO ENTERPRISES, INC. and SUBSIDIARIES
Statements of Consolidated Cash Flows
(In Thousands)
(Unaudited)
<CAPTION>
Three Months Ended
March 31
1996 1995
-------------- --------------
<S> <C> <C>
CASH FLOWS FROM OPERATIONS:
Net income before preferred dividend requirements of subsidiary $ 36,343 $ 26,698
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 27,696 22,427
Deferred income taxes and investment tax credit adjustments - net (656) 2,433
Allowance for funds used during construction (3,576) (2,352)
Premiums on redemptions of debt - (800)
Change in certain assets and liabilities:
Accounts receivable (569) 1,974
Fuel, materials and supplies (574) (2,679)
Accounts payable (11,901) 848
Taxes accrued 27,221 20,245
Accrued pension benefits 1,317 1,576
Other - net (3,874) 1,434
-------------- --------------
Net cash provided by operating activities 71,427 71,804
-------------- --------------
CASH FLOWS FROM INVESTING:
Proceeds from maturities of marketable securities 3,810 -
Withdrawals from financial investments - 7,025
Construction expenditures - utility (22,996) (44,387)
Construction expenditures - nonutility (2,639) (11,778)
Other (5,781) (8,725)
-------------- --------------
Net cash used in investing activities (27,606) (57,865)
-------------- --------------
CASH FLOWS FROM FINANCING:
Issuance of long-term debt 1,600 41,700
Retirement of long-term debt - (40,000)
Short-term debt - net (12,622) 6,148
Dividends paid (21,244) (20,806)
Issuance of common stock related to incentive compensation plans 1,945 -
Other 266 1,685
-------------- --------------
Net cash used in financing activities (30,055) (11,273)
-------------- --------------
Net increase in cash and cash equivalents 13,766 2,666
Cash and cash equivalents at beginning of period 11,554 8,148
-------------- --------------
Cash and cash equivalents at end of period $ 25,320 $ 10,814
============== ==============
<PAGE>4 continued
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest (net of amount capitalized) $ 13,240 $ 15,198
============== ==============
Income taxes $ 1,946 $ (4,501)
============== ==============
See notes to consolidated financial statements.
</TABLE>
<PAGE>5
IPALCO ENTERPRISES, INC. AND SUBSIDIARIES
-----------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
1. IPALCO Enterprises, Inc. (IPALCO) owns all of the outstanding common
stock of its subsidiaries (collectively referred to as Enterprises).
The consolidated financial statements include the accounts of IPALCO,
its utility subsidiary, Indianapolis Power & Light Company (IPL) and
its unregulated subsidiary, Mid-America Capital Resources, Inc. (Mid-
America). Mid-America is the parent company of nonutility energy-
related businesses.
In the opinion of management these statements reflect all adjustments,
consisting of only normal recurring accruals, including elimination of
all significant intercompany balances and transactions, which are
necessary to a fair statement of the results for the interim periods
covered by such statements. Due to the seasonal nature of the electric
utility business, the annual results are not generated evenly by
quarter during the year. Certain amounts from prior year financial
statements have been reclassified to conform to the current year
presentation. These financial statements and notes should be read in
conjunction with the audited financial statements included in
Enterprises' 1995 Annual Report on Form 10-K.
2. COMMON STOCK
<TABLE>
<CAPTION>
Shares Amount
---------- ------------
<S> <C> <C>
Balance at December 31, 1995 56,802,256 $385,031,809
Restricted stock issued (January 1996) 7,320 186,050
Exercise of stock options (January 1996) 9,000 240,481
Exercise of stock options (February 1996) 88,680 1,704,046
Adjustment for post-split fractional shares (March 1996) (1,344) -
Adjustment for restricted stock (March 1996) - 126,170
---------- ------------
Balance at March 31, 1996 56,905,912 $387,288,556
========== ============
</TABLE>
On February 27, 1996, the IPALCO Board of Directors authorized a three-
for-two stock split of IPALCO's common stock issuable to shareholders
of record at the close of business on March 7, 1996. All references to
share amounts of common stock and per share information reflect the
stock split. The first quarter of 1996 reflects the payment of cash in
lieu of fractional shares.
3. LONG-TERM DEBT
On April 1, 1996, IPL retired First Mortgage Bonds, 5 1/8% Series, due
April 1, 1996, in the principal amount of $15.0 million.
4. STOCK-BASED COMPENSATION
During the first quarter 1996, IPALCO adopted Statement of Financial
Standards No. 123 "Accounting for Stock-Based Compensation" by
continuing to account for stock compensation in accordance with
Accounting Principles Board Opinion No. 25 "Accounting for Stock Issued
to Employees." However, the fair value disclosures are not included as
the fair values are not deemed to have a significant impact on the
financial position or results of operations of Enterprises.
5. COMMITMENTS AND CONTINGENCIES (See Item 1. Legal Proceedings of Part II
-- Other Information)
<PAGE>6
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Material changes in the consolidated financial condition and results
of operations of IPALCO Enterprises, Inc. (Enterprises), except where
noted, are attributed to the operations of Indianapolis Power & Light
Company (IPL). Consequently, the following discussion is centered on IPL.
LIQUIDITY AND CAPITAL RESOURCES
Overview
- --------
The Board of Directors of Enterprises on February 27, 1996, declared a
quarterly dividend on common stock of 37 cents per share. The dividend was
paid April 15, 1996, to shareholders of record March 29, 1996.
IPL's capital requirements are primarily related to construction
expenditures needed to meet customers' needs for electricity and steam, as
well as expenditures for compliance with the federal Clean Air Act.
Enterprises' construction expenditures (excluding allowance for funds used
during construction) totaled $25.6 million during the first quarter ended
March 31, 1996, representing a $30.5 million decrease from the comparable
period in 1995. This decrease is mostly related to reduced construction
spending in the first quarter of 1996 compared to 1995 for the scrubbers at
IPL's Petersburg Generating Station as the construction project nears its
completion in mid-1996. Such reduction also reflects reduced capital
spending on chilled water systems at three of the unregulated subsidiaries.
Internally generated cash provided by IPL's operations were used for
construction expenditures during the first quarter of 1996. As a result of
IPL's new basic electric rates and charges and reduced capital spending,
IPL anticipates continued improving liquidity.
The five-year construction program has not changed from that
previously reported in IPALCO's 1995 Form 10-K report. (See "Cost of
Construction Program" in Item 7 of Management's Discussion and Analysis of
Financial Condition and Results of Operations in IPALCO's 1995 Form 10-K
report for further discussion).
On April 1, 1996, IPL retired First Mortgage Bonds, 5 1/8% Series, due
April 1, 1996, in the principal amount of $15.0 million.
RESULTS OF OPERATIONS
Comparison of Quarters Ended March 31, 1996 and March 31, 1995
--------------------------------------------------------------
Earnings per share during the first quarter of 1996 were $0.63, or
$0.17 above the $0.46 attained in the comparable 1995 period. The
following discussion highlights the factors contributing to the first
quarter results.
<PAGE>7
Operating Revenues
- ------------------
Operating revenues during the first quarter of 1996 increased $20.9
million from the comparable 1995 period. The increase in revenues resulted
from the following:
Increase (Decrease)
from Comparable Period
----------------------
Three Months Ended
------------------
(Millions of Dollars)
Increase in base electric rates $ 10.3
Additional Kilowatt-hour (KWH) sales - net of fuel 10.0
Fuel revenues (2.2)
Steam revenues 1.3
Sales for resale 1.2
Other revenues 0.3
------
Total change in operating revenues $ 20.9
======
The increase in base rate electric revenues is the result of new
tariffs, effective September 1, 1995, designed to produce $35-million
additional annual revenues. The increase in retail KWH sales during the
first quarter of 1996, as compared to the same period in 1995, reflects
customer growth and increased sales resulting primarily from colder weather
in the first quarter of 1996. Heating degree days in the Indianapolis area
increased 15 percent for the first quarter, over the same period in 1995.
The changes in fuel revenues in 1996 from the prior year reflect changes in
total fuel costs billed customers. The increased wholesale sales during
the first quarter of 1996, as compared to the same quarter in 1995, reflect
energy requirements of other utilities.
Operating Expenses
- ------------------
Other operating expenses in the first quarter of 1996 increased from
the same period a year ago by $5.5 million. The increase was primarily due
to expensing $3.9 million of postretirement benefit expenses which
commenced coincident with the electric rate case settlement, an increase in
miscellaneous steam power operating expenses at the Petersburg plant of
$0.7 million, an increase in customer service and informational and sales
expenses of $0.6 million and an increase in overhead lines expenses of $0.5
million, partially offset by a decrease in other electric distribution
expenses of $0.2 million.
Power purchased increased $0.9 million during the first quarter of
1996 from the comparable period in 1995 primarily due to increased
purchases of firm-peaking energy.
Purchased steam increased $0.2 million in the first quarter of 1996
from the same quarter last year due to an increase in therms purchased from
an independent resource recovery system located within the city of
Indianapolis.
Maintenance expenses in the first quarter of 1996 decreased from the
comparable period in 1995 by $0.9 million. The decrease reflects decreased
unit overhaul expenses of $1.3 million and decreased transmission expense
of $0.2 million, partially offset by increased general plant expenses of
$0.4 and increased other miscellaneous maintenance expenses of $0.2
million.
Depreciation and amortization expense increased $2.3 million in the
first quarter of 1996 over the same period in 1995. This increase resulted
from the amortization of property-related regulatory deferrals effective
with the September 1, 1995, electric rate increase and increases in the
depreciable utility plant balances.
<PAGE>8
Income taxes - net increased $5.3 million during the first quarter of
1996 over the comparable quarter last year primarily due to the increase in
pretax utility operating income.
As a result of the foregoing, utility operating income increased 17.2%
from last year, to $44.8 million.
Other Income and Deductions
- ---------------------------
Allowance for equity funds used during construction increased $0.8
million during the first quarter of 1996 from the same period in 1995
primarily due to carrying charges on regulatory assets resulting from the
electric rate case settlement.
Other - net, which includes the pretax operating and investment income
from operations other than IPL, increased $2.3 million during the first
quarter of 1996 over last year, primarily due to the sale of investment
securities at Mid-America and from increased district cooling revenues
resulting from an increase in customers.
Income taxes - net, which includes taxes on operations other than IPL,
increased $0.8 million this quarter over the same period last year
primarily due to the increase in nonutility operating income.
Interest and Other Charges
- --------------------------
Allowance for borrowed funds used during construction increased during
the first quarter of 1996 from the comparable period in 1995 by $0.4
million due to an increased construction base, partially offset by
decreased carrying charges on regulatory assets.
<PAGE>9
PART II - OTHER INFORMATION
---------------------------
Item 1. Legal Proceedings
- --------------------------
None.
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
a) Exhibits. Copies of documents listed below which are identified
with an asterisk (*) are incorporated herein by reference and
made a part hereof. The management contracts or compensatory plans
are marked with a double asterisk (**) after the description of the
contract or plan.
3.1* Articles of Incorporation of IPALCO Enterprises, Inc., as amended.
(Form 10-K for year ended 12-31-90.)
3.2 Bylaws of IPALCO Enterprises, Inc. dated February 27, 1996.
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 Agreement). (Exhibit 4.2 to the Form 10-K for the year ended
12-31-94.)
11.1 Computation of Per Share Earnings
21.1* Subsidiaries of the Registrant. (Exhibit 21.1 to the Form 10-K
dated 12-31-95.)
27.1 Financial Data Schedule
b) Reports on Form 8-K.
A report on Form 8-K was filed on February 27, 1996, reporting
Item 5, other events. The Form 8-K reported the declaration of a
three-for-two stock split of IPALCO's common stock.
<PAGE>10
Signatures
----------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
IPALCO ENTERPRISES, INC.
---------------------------------
(Registrant)
Date: May 14, 1996 /s/ John R. Brehm
---------------------- ----------------------------------
John R. Brehm
Vice President and Treasurer
Date: May 14, 1996 /s/ Stephen J. Plunkett
---------------------- ----------------------------------
Stephen J. Plunkett
Controller
EXHIBIT 3.2
BY-LAWS
OF
IPALCO ENTERPRISES, INC.
As Amended and Restated
April 29, 1986,
And Further Amended
November 13, 1989,
June 26, 1990,
June 29, 1993,
January 25, 1994,
April 26, 1994, and
February 27, 1996
<PAGE>
BY-LAWS
OF
IPALCO ENTERPRISES, INC.
As Amended and Restated
April 29, 1986,
And Further Amended
November 13, 1989,
June 26, 1990,
June 29, 1993,
January 25, 1994,
April 26, 1994, and
February 27, 1996
ARTICLE I.
Offices
SECTION 1. Principal Office. The principal office of the
Corporation shall be in the City of Indianapolis, County of
Marion, State of Indiana.
SECTION 2. Other Offices. The Corporation may also have an
office in the City of Chicago, Illinois, and in the City of New
York, New York, and also offices at such other places as the
Board of Directors may from time to time appoint or the business
of the Corporation may require.
ARTICLE II.
Shareholders Meetings
SECTION 1. Place of Meeting. Meetings of the shareholders of
the Corporation shall be held at such place within or without the
State of Indiana as may be specified from time to time in the
respective notices, waivers of notice thereof, or by resolution
of the Board of Directors or the shareholders.
SECTION 2. Annual Meeting. The annual meeting of
shareholders shall be held on the third Wednesday of April of
each year at the hour of 11:00 o`clock A.M., unless such day
shall be a legal holiday, in which event the meeting shall be
held on the next succeeding business day at the same hour.
SECTION 3. Special Meetings. Special meetings of the
shareholders for any purpose or purposes may be called by the
Chairman of the Board, the President or by a majority of the
Board of Directors. Business transacted at any such meeting shall
be confined to the objects stated in the call and matters germane
thereto.
(As Amended June 29, 1993)
SECTION 4. Notice of Meetings; Waiver. Written or printed
notice, stating the place, day and hour of the annual and/or
special meetings of the shareholders, and in case of a special
meeting, the purpose or purposes for which the meeting is called,
shall be delivered or mailed by the Secretary, or by the officer
or persons entitled to call the meeting, to each shareholder of
record entitled by the Amended Articles of Incorporation
(hereinafter referred to as the ``Amended Articles'') and by law
to vote at such meeting, at such address as appears upon the
records of the Corporation, at least ten (10) days before the
date of the meeting.
Notice of any shareholders meeting may be waived in writing
by any shareholder, if the waiver sets forth in reasonable detail
the purposes for which the meeting is called and the time and
place thereof. Attendance at any meeting, in person or by proxy,
shall constitute a waiver of notice of such meeting.
(As Amended June 29, 1993)
SECTION 5. Quorum. The holders of a majority of the shares
issued and outstanding and then entitled to vote, present in
person or represented by proxy, shall be requisite and sufficient
to constitute a quorum at all meetings of the shareholders for
the transaction of business, except as otherwise provided by law,
by the Amended Articles, or by these By-Laws. If, however, such
majority shall not be present or represented at any meeting of
the shareholders, the shareholders present in person or by proxy
shall have power to adjourn the meeting from time to time without
notice, other than announcement at the meeting, until a quorum
shall attend, when any business may be transacted which might
have been transacted at the meeting as originally called.
SECTION 6. Voting. At each meeting of the shareholders,
every shareholder entitled to vote may vote in person or by proxy
appointed by an instrument in writing subscribed by such
shareholder or by his duly authorized attorney and delivered to
the Secretary of the meeting. Each shareholder shall have one
vote for each share of common stock registered in his name at the
time of the closing of the transfer books or taking the record
for said meeting. The vote for directors, and, upon the demand of
any shareholder, the vote upon any question before the meeting,
shall be by ballot. All elections shall be had by plurality vote
and all other questions shall be decided by a majority vote,
except as otherwise provided by law, by the Amended Articles or
by these By-Laws.
SECTION 7. New Business. At an annual meeting of
shareholders only such new business shall be conducted, and only
such proposals shall be acted upon, as shall have been properly
brought before the annual meeting. For any new business proposed
by the Board of Directors to be properly brought before the
annual meeting, such new business shall be approved by the Board
of Directors and shall be stated in writing and filed with the
Secretary of the Corporation at least five (5) business days
before the date of the annual meeting, and all business so
approved, stated and filed shall be considered at the annual
meeting. Any shareholder may make any other proposal at the
annual meeting, but unless properly brought before the annual
meeting, such proposal shall not be acted upon at the annual
meeting. For a proposal to be properly brought before an annual
meeting by a shareholder, the shareholder must have given timely
notice thereof in writing to the Secretary of the Corporation. To
be timely, a shareholder's notice must be delivered to or mailed
and received at the principal executive offices of the
Corporation not less than 30 days nor more than 60 days prior to
the annual meeting; provided, however, that if less than 40 days'
notice or prior public disclosure of the date of the annual
meeting is given or made, notice by the shareholder to be timely
must be so delivered or received not later than the close of
business on the 10th calendar day following the earlier of (1)
the day on which such notice of the date of the annual meeting
was mailed or (2) the day on which such public disclosure was
made. A shareholder's notice to the Secretary of the Corporation
shall set forth as to each matter the shareholder proposes to
bring before the annual meeting (a) a brief description of the
proposal desired to be brought before the annual meeting and the
reasons for conducting such business at the annual meeting, (b)
the name and address, as they appear on the Corporation's books,
of the shareholder proposing such business and any other
shareholders known by such shareholder to be supporting such
proposal, (c) the class and/or series and number of shares that
are beneficially owned by the shareholder on the date of such
shareholder notice and by any other shareholders known by such
shareholder to be supporting such proposal on the date of such
shareholder notice, and (d) any financial interest of the
shareholder and any supporting shareholders in such proposal.
The Board of Directors may reject any shareholder proposal
not made in accordance with the terms of this Section 7.
Alternatively, if the Board of Directors fails to consider the
validity of any shareholder proposal, the presiding officer of
the annual meeting shall, if the facts warrant, determine and
declare at the annual meeting that the shareholder proposal was
not made in accordance with the terms of this Section and, if he
should so determine, he shall so declare at the annual meeting
and any such business or proposal not properly brought before the
annual meeting shall not be acted upon at the annual meeting.
This provision shall not prevent the consideration and approval
or disapproval at the annual meeting of reports of officers,
directors and committees of the Board of Directors, but, in
connection with such reports, no new business shall be acted upon
at such annual meeting unless stated, filed and received as
herein provided.
(As added June 26, 1990)
ARTICLE III.
Directors
SECTION 1. Number and Term. The number of directors of this
Corporation shall be seventeen (17). Such directors shall be
elected for such terms as may be specified in the Amended
Articles.
(As Amended January 25, 1994 to be Effective April 20, 1994)
SECTION 2. Powers and Duties. In addition to the powers and
duties expressly conferred upon it either by law, by the Amended
Articles, or by these By-Laws, the Board of Directors may
exercise all such powers of the Corporation as are conferred upon
the Corporation by law and by the Amended Articles, and do all
such lawful acts and things as are not inconsistent with the law
or the Amended Articles.
Subject to the provisions of law and the Amended Articles,
the Board of Directors shall have absolute discretion in the
declaration of dividends and in fixing the date for the
declaration and payment of dividends.
SECTION 3. Annual and Regular Meetings; Notice. The annual
meeting of the Board of Directors shall be held on the last
Tuesday of the month in which the annual meeting of shareholders
is held, and other regular meetings of the Board of Directors
shall be held on the last Tuesday of each month. If the day fixed
pursuant to this Section for the annual or any regular meeting
shall be a legal holiday, then such annual or regular meeting
shall be held on the next succeeding business day.
The annual meeting and all regular meetings of the Board of
Directors shall be held immediately following the Board of
Directors meeting of Indianapolis Power & Light Company, or if
there is no such meeting, at 1:30 P.M., at the principal office
of the Corporation, unless notice of a different time and/or
place is given with respect to any such meeting at least seven
days prior thereto by mail or three days prior thereto by
telegraph. No notice of the annual or any regular meeting of the
Board of Directors shall be required unless such meeting is to be
held at a time and/or place other than the principal office of
the Corporation.
SECTION 4. Special Meetings. Special meetings of the Board
of Directors may be called by the Chairman of the Board, the
President, or by two-thirds (2/3) of the directors on two days'
notice by mail or by one day's notice by telephone or telegraph
to each director, which notice shall state the time, place and
purpose of the holding of such meetings. Any special meeting of
the Board of Directors may be held either within or without the
State of Indiana.
SECTION 5. Quorum. At all meetings of the Board of Directors
a majority of the directors shall be necessary and sufficient to
constitute a quorum for the transaction of business, and the
affirmative vote of a majority of the directors present shall be
the act of the Board of Directors, except as otherwise may be
provided specifically by statute, by the Amended Articles or by
these By-Laws. If at any meeting of the Board of Directors there
shall be less than a quorum present, a majority of those
directors present may adjourn the meeting to another day and
thereupon the Secretary shall mail, telephone, or telegraph to
each director, notice of the time and place of the holding of
such adjourned meeting. At any such adjourned meeting at which
there is a quorum present, any business may be transacted which
might have been transacted at the meeting as originally scheduled
or called.
SECTION 6. Resignations. Any director of the Corporation may
resign at any time by giving written notice to the Board of
Directors or to the Chairman of the Board, the President or the
Secretary of the Corporation. Any such resignation shall take
effect at the time specified therein, or if the time is not
specified, upon receipt thereof. Unless otherwise specified in
the notice, the acceptance of such resignation shall not be
necessary to make it effective.
SECTION 7. Vacancies. Except as otherwise provided in the
Amended Articles, any vacancy occurring in the Board of Directors
caused by resignation, death or other incapacity, or increase in
the number of directors may be filled by a majority vote of the
remaining members of the Board, until the next annual or special
meeting of the shareholders or, at the discretion of the Board of
Directors, such vacancy may be filled by vote of the shareholders
at a special meeting called for that purpose. Shareholders shall
be notified of any increase in the number of directors in the
next mailing sent to shareholders following any such increase.
SECTION 8. Nominations of Directors. The Executive Committee
of the Board of Directors of the Corporation shall serve as the
nominating committee for the nomination of directors of the
Corporation. In case a person is to be elected to the Board by
the Board of Directors because of a vacancy existing on the
Board, nomination shall be made only by the Executive Committee
pursuant to the affirmative vote of the majority of its entire
membership. The Executive Committee shall also make nominations
for directors to be elected by the shareholders of the
Corporation at an annual meeting of shareholders as provided in
the remainder of this Section 8.
Only persons nominated in accordance with the procedures set
forth in this Section 8 shall be eligible for election as
directors at an annual meeting. The Executive Committee shall
select the management nominees for election as directors. Except
in the case of a nominee substituted as a result of the death,
incapacity, disqualification or other inability to serve of a
management nominee, the Executive Committee shall deliver written
nominations to the Secretary of the Corporation at least fifty
(50) days prior to the date of the annual meeting. Management
nominees substituted as a result of the death, incapacity,
disqualification or other inability to serve of a management
nominee shall be delivered to the Secretary of the Corporation as
promptly as practicable. At the request of the Executive
Committee, any person nominated by that Committee for election as
a director at an annual meeting shall furnish to the Secretary of
the Corporation that information, described below, required to be
set forth in a shareholder's notice of nomination which pertains
to the nominee. Provided the Executive Committee selects the
management nominees, no nominations for directors except those
made by the Executive Committee shall be voted upon at the annual
meeting unless other nominations by shareholders are made in
accordance with the provisions of this Section 8. Ballots bearing
the names of all the persons nominated for election as directors
at an annual meeting in accordance with the procedures set forth
in this Section 8 by the Executive Committee and by shareholders
shall be provided for use at the annual meeting. However, except
in the case of a management nominee substituted as a result of
the death, incapacity, disqualification or other inability to
serve of a management nominee, if the Executive Committee shall
fail or refuse to nominate a slate of directors at least fifty
(50) days prior to the date of the annual meeting, nominations
for directors may be made at the annual meeting by any
shareholder entitled to vote and shall be voted upon. No person
shall be elected as a director of the Corporation unless
nominated in accordance with the terms set forth in this Section
8.
Nominations of individuals for election to the Board of
Directors of the Corporation at an annual meeting of shareholders
may be made by any shareholder of the Corporation entitled to
vote for the election of directors at that meeting who complies
with the procedures set forth in this Section 8. Such
nominations, other than those made by the Executive Committee,
shall be made pursuant to timely notice in writing to the
Secretary of the Corporation as set forth in this Section
8. To be timely, a shareholder's notice shall be delivered to or
mailed and received at the principal executive offices of the
Corporation not less than 60 days nor more than 90 days prior to
the date of each annual meeting; provided, however, that if less
than 60 days' notice or prior public disclosure of the date of
the annual meeting is given or made, notice by the shareholder to
be timely must be so delivered or received not later than the
close of business on the 10th calendar day following the earlier
of (1) the day on which such notice of the date of the annual
meeting was mailed or (2) the day on which such public disclosure
was made. Such shareholder's notice shall set forth (a) as to
each person whom the shareholder proposes to nominate for
election or re-election as a director (i) the name, age, business
address and residence address of such person, (ii) the principal
occupation or employment of such person, (iii) the class and/or
series and number of shares that are beneficially owned by such
person on the date of such shareholder notice and (iv) any other
information relating to such person that is required to be
disclosed in solicitations of proxies with respect to nominees
for election as directors, pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended, and (b) as to the
shareholder giving the notice (i) the name and address, as they
appear on the Corporation's books, of such shareholder and any
other shareholders known by such shareholder to be supporting
such nominee(s) and (ii) the class and/or series and number of
shares that are beneficially owned by such shareholder on the
date of such shareholder notice and by any other shareholders
known by such shareholder to be supporting such nominee(s)
on the date of such shareholder notice.
The Board of Directors may reject any nomination by a
shareholder not made in accordance with the terms of this Section
8. Alternatively, if the Board of Directors fails to consider
the validity of any nominations by a shareholder, the presiding
officer of the annual meeting shall, if the facts warrant,
determine and declare at the annual meeting that a nomination was
not made in accordance with the terms of this Section 8, and, if
he should so determine, he shall so declare at the annual meeting
and the defective nomination shall be disregarded.
(As added June 26, 1990)
ARTICLE IV.
Committees Of The Board Of Directors
SECTION 1. Executive Committee.
Number and Powers. The Board of Directors shall create an
Executive Committee consisting of the Chairman of the Board and
the President, as ex officio members, and two or more directors
who shall be elected by a majority of the whole Board of
Directors, from time to time, to hold office until the next
annual meeting of the Board of Directors and until their
respective successors are duly elected and qualified. The Board
of Directors shall designate the Chairman of such Committee.
The Executive Committee shall have and exercise (except as
otherwise provided by law or by the Board of Directors and except
when the Board of Directors shall be in session) such powers and
rights of the full Board of Directors in the management of the
business and affairs of the Corporation as may be lawful, and it
shall have power to authorize the seal of the Corporation to be
affixed to all papers which may require it.
Meetings and Notice. Meetings of the Executive Committee may
be held either at the office of the Corporation in the City of
Indianapolis, Indiana, or at such other places as the Executive
Committee or Chairman thereof shall from time to time designate.
Such meetings may be called by or at the request of the Chairman
or any member of the Executive Committee by giving at least
twenty-four (24) hours' advance notice to each member of the
Executive Committee. Such notice may be given personally or by
telephone or telegraph.
Quorum. A majority of the Executive Committee shall
constitute a quorum for the transaction of business, and the
affirmative vote of such majority shall be necessary to the
determination of any question.
Compensation. The members of the Executive Committee, other
than ex officio members, shall be entitled to receive such
compensation as may be determined from time to time by the Board
of Directors.
Minutes. Minutes of the meeting of the Executive Committee
shall be kept and read at the next meeting of the Board of
Directors.
Vacancies. Vacancies occurring in the Executive Committee
shall be filled by the Board of Directors at any meeting of said
Board.
SECTION 2. Audit Committee. The Board of Directors, by a
majority vote of the whole Board of Directors, may designate
three (3) or more members of such Board who shall not be officers
of the Corporation or its subsidiaries, to constitute an Audit
Committee. Members of such Committee shall serve for terms of one
(1) year and until their successors are duly elected and
qualified. Such Committee shall have and exercise such authority
as shall be specified in the resolution of the Board of Directors
appointing such Committee. The Chairman of such Audit Committee
shall be designated by the Board of Directors.
SECTION 3. Compensation Committee. The Board of Directors,
by a vote of a majority of the whole Board of Directors, may
designate three (3) or more members of such Board, who are not
officers of the Corporation or its subsidiaries, to constitute a
Compensation Committee. Members of such Committee shall serve for
terms of one (1) year and until their successors are duly elected
and qualified. Such Committee shall have and exercise such
authority as shall be specified in the resolution of this Board
of Directors appointing such Committee. A Chairman and a
Vice-Chairman of the Compensation Committee may be designated by
the Board of Directors.
SECTION 4. Committee on Strategies. The Board of Directors,
by majority vote of the whole Board of Directors, may designate
three (3) or more members of such Board, who are not officers of
the Corporation or its subsidiaries, to constitute a Committee on
Strategies. Members of such Committee shall serve for terms of
one (1) year and until their successors are duly elected and
qualified. Such Committee shall have and exercise such authority
as shall be specified in the resolution of this Board of
Directors appointing such Committee. A Chairman and a
Vice-Chairman of the Committee on Strategies may be designated by
the Board of Directors.
(As Added April 26, 1994)
ARTICLE V.
Officers Of The Corporation
SECTION 1. Officers. The officers of the Corporation shall
be a Chairman of the Board, a Vice-Chairman of the Board, a
President, one or more Vice Presidents, a Secretary, a Treasurer,
a Controller, and, if the Board of Directors desires, one or more
Assistant Vice Presidents, Assistant Secretaries, Assistant
Treasurers and Assistant Controllers, who shall be elected by
the Board of Directors at its annual meeting. Any two or more of
such offices may be held by the same person, except that the
duties of the President and the Secretary, shall not be performed
by the same person. In the election of Vice Presidents, the
Board of Directors may give each vice presidency such special
designation as it may deem appropriate. The Chairman of the Board
and the President shall be chosen from among the directors.
(As Amended November 13, 1989 to be Effective February 1, 1990)
The Board of Directors may appoint such other officers and
agents as it shall deem necessary, who shall have such authority
and perform such duties as from time to time shall be prescribed
by the Board of Directors.
SECTION 2. Salaries. The salaries of all officers of the
Corporation shall be fixed by the Board of Directors. No officer
shall be prevented from receiving such salary by reason of the
fact he is also a director of the Corporation.
SECTION 3. Terms; Removal. The officers of the Corporation
shall hold office for one year and until their successors are
duly elected and qualified; provided, however, that any officer
elected or appointed by the Board of Directors may be removed at
any time by the affirmative vote of a majority of the whole Board
of Directors.
SECTION 4. Resignations. Any officer of the Corporation may
resign at any time by giving written notice to the Board of
Directors, to the Chairman of the Board, to the President, or to
the Secretary of the Corporation. Any such resignation shall take
effect at the time specified therein, or if the time be not
specified, upon receipt thereof. Unless otherwise specified
in the notice, the acceptance of such resignation shall not be
necessary to make it effective.
SECTION 5. Vacancies. If the office of the Chairman of the
Board, the President, any Vice President, the Secretary, the
Treasurer, the Controller, any Assistant Vice President,
Assistant Secretary, Assistant Treasurer, or Assistant
Controller, or other officer or agent, is vacant or becomes
vacant by reason of death, resignation, retirement,
disqualification, removal from office or the creation of a new
office, the Board of Directors shall elect a person to such
office who shall hold office for the unexpired term in respect of
which such vacancy occurred; provided that, in its discretion,
the Board of Directors, by vote of a majority of the whole
Board, may leave unfilled for such period as it deems appropriate
any office, except the offices of President, Secretary, Treasurer
and Controller.
SECTION 6. Duties of Officers May Be Delegated. In case of
the absence of any officer of the Corporation, or for any other
reason that the Board of Directors may deem sufficient, the Board
of Directors may delegate the power or duties of such officer to
any other officer, or to any director for the time being.
SECTION 7. Chairman and Vice-Chairman of the Board. The
Chairman of the Board shall be the chief executive officer of the
Corporation. Subject to the control of the Board of Directors, he
shall have general charge of, and supervision and authority over,
the business and affairs of the Corporation. He shall preside at
all meetings of the shareholders and directors. He shall have
such other duties as may be assigned to him by the Board of
Directors.
The Vice-Chairman of the Board shall assist the Chairman of
the Board in the discharge of the latter's duties in the manner
and to he extent designated by the Board of Directors or the
Chairman of the Board. In the absence of the Chairman of the
Board, the Vice-Chairman of the Board shall preside at all
meetings of shareholders and directors. He shall perform such
other duties as are incident to his office or as are assigned to
him by the Board of Directors or the Chairman of the Board.
(As Amended November 13, 1989 to be Effective February 1, 1990)
SECTION 8. President. The President shall be the chief
operating officer of the Corporation. Subject to the supervision
of the Chairman of the Board and the Board of Directors, itself,
he shall have general charge of, and supervision and authority
over, the operations of the Corporation. He shall perform such
other duties as are incident to his office or as may be assigned
to him by the Board of Directors or the Chairman of the Board.
(As Amended November 13, 1989 to be Effective February 1, 1990)
SECTION 9. Vice-Presidents. Subject to the control of the
Board of Directors, the Chairman of the Board and the President,
the Vice Presidents and the Assistant Vice Presidents shall have
such power, and perform such duties, as the Board of Directors,
the Chairman of the Board, or the President, from time to time
shall assign to them, and, in the case of Assistant Vice
Presidents, such powers and duties as may be assigned to them by
the respective Vice Presidents whom they assist.
SECTION 10. Secretary and Assistant Secretaries. The
Secretary shall attend all meetings of the shareholders and Board
of Directors, and shall record all votes and other proceedings in
a book to be kept for that purpose. He shall give, or cause to be
given, all required notices of meetings of the shareholders and
Board of Directors. He shall have custody of the seal of the
Corporation and of its records (other than accounting records)
and shall perform such other duties as usually appertain to the
office of Secretary and as may be prescribed by the Board of
Directors, the Chairman of the Board or the President.
The Assistant Secretaries shall perform such other duties as
shall be delegated to them by the Board of Directors, the
Chairman of the Board, the President or the Secretary.
SECTION 11. Treasurer and Assistant Treasurers. The
Treasurer shall have custody of the corporate funds and
securities, and shall keep full and accurate accounts of receipts
and disbursements in books of the Corporation to be kept for that
purpose. He shall deposit all moneys and other valuable effects
in the name and to the credit of the Corporation in such
depositaries as may be designated by authority of the Board of
Directors, and shall disburse the funds of the Corporation as may
be ordered by the Board of Directors, taking proper vouchers for
such disbursements. He shall render to the Board of Directors,
whenever it may so require, an account of all his transactions as
Treasurer and of the financial condition of the Corporation. He
shall have such other powers and duties as may be assigned to him
by the Board of Directors, the Chairman of the Board or the
President.
The Assistant Treasurers shall perform such duties as shall
be delegated to them by the Board of Directors, the Chairman of
the Board, the President or the Treasurer.
SECTION 12. Controller and Assistant Controllers. The
Controller shall be the chief accounting officer of the
Corporation. He shall keep or cause to be kept all books of
account and accounting records of the Corporation, and shall
render appropriate financial statements to the Board of Directors
and to the shareholders. He shall perform such other duties as
usually appertain to the office of the Controller and as may be
prescribed by the Board of Directors, the Chairman of the Board
or the President.
The Assistant Controllers shall perform such other duties as
shall be delegated to them by the Board of Directors, the
Chairman of the Board, the President or the Controller.
ARTICLE VI.
Shares
SECTION 1. Certificates. The certificates for shares in the
Corporation shall be consecutively numbered in the order of their
issue, and each certificate shall state the name of the
registered holder, the number of shares represented thereby, the
par value of each share or a statement that such shares have no
par value, whether such shares have been fully paid and are
non-assessable, the kind and class of shares represented thereby,
and a statement or summary of the relative rights, interests,
preferences and restrictions of all classes of such shares;
provided, that if the Board of Directors so authorizes, such
statement or summary may be omitted from the certificate if it
shall be set forth upon the face or back of the certificate that
such statement, in full, will be furnished by the Corporation to
any shareholder upon written request and without charge.
Certificates for shares shall be in such form, consistent
with the Amended Articles, as the Board of Directors shall
approve. Such certificates shall be signed by the President, or a
Vice President, and the Secretary, or an Assistant Secretary, and
shall be sealed with the corporate seal, which seal may be an
original impression or a facsimile thereof. The signature of the
above named officers, the registrar, and transfer agent on the
certificates for shares in the Corporation may be an original
signature or a facsimile thereof.
(As Amended February 27, 1996)
SECTION 2. Record of Shareholders. The Corporation shall
keep at its principal office a complete and accurate list of the
shareholders of each class of shares issued and outstanding
setting forth the names and addresses of the shareholders of each
class and the number of shares held by each such shareholder.
The Corporation shall be entitled to treat the holder of
record of any share or shares as the owner in fact thereof and
accordingly shall not be bound to recognize any equitable or
other claim to or interest in such shares on the part of any
other person, whether or not it shall have express or other
notice thereof, except as otherwise expressly provided by the
laws of the State of Indiana.
SECTION 3. Transfers of Shares. The transfer of shares may
be made on the books of the Corporation only by the holder
thereof or his duly authorized attorney and upon surrender of the
certificate representing the same, properly endorsed and/or
assigned; title to certificates and to the shares represented
thereby can be transferred only as provided by the laws of the
State of Indiana.
SECTION 4. Transfer Books; Record Date. The books for the
transfer of the shares of the Corporation may be closed for such
period, in anticipation of shareholders' meetings, the payment of
dividends or the allotment of rights, as the Board of Directors
from time to time may determine. In lieu of providing for the
closing of the transfer books, the Board of Directors may, in its
discretion, fix a date as prescribed by the laws of the State of
Indiana, for any such meeting, payment, or allotment as a record
date for such purpose.
SECTION 5. Transfer Agents and Registrars. The Board of
Directors may appoint one or more transfer agents and registrars
for its shares or appoint qualified agents to perform both the
functions of transfer agent and registrar. The Board of Directors
may require all certificates for shares to bear the manual
signature of either a transfer agent or of a registrar, or both.
SECTION 6. Lost or Destroyed Certificates. Any person
claiming a certificate for shares to be lost or destroyed shall
make an affidavit or affirmation of that fact and shall give the
Corporation and/or the transfer agents and/or the registrars, if
they shall so require, a bond of indemnity, in form and with one
or more sureties satisfactory to the officers of the Corporation,
and/or the transfer agents, and/or the registrars, whereupon a
new certificate may be issued of the same tenor and for the same
number of shares as the one alleged to be lost or destroyed; or
in lieu of the foregoing procedure, such person may proceed in
accordance with the laws of the State of Indiana.
ARTICLE VII.
Checks, Notes, Contracts, Etc.
SECTION 1. Checks; Notes. All checks, notes, drafts,
acceptances, or other demands or orders for the payment of money
of the Corporation shall be signed by such officer or officers,
or person or persons, as the Board of Directors may from time to
time designate. When so authorized by the Board of Directors, the
signatures of such officers on any bonds, notes, debentures, or
other evidences of indebtedness may be facsimiles and such
facsimiles on such instruments shall be deemed the equivalent of
and constitute the written signatures of such officers for all
purposes including, but not limited to, the full satisfaction of
any signature requirements of the laws of the State of Indiana on
the negotiable bonds, notes, debentures, and other evidence of
indebtedness of the Corporation.
SECTION 2. Contracts Requiring Seal. All contracts, deeds,
mortgages, leases or instruments that require the seal of the
Corporation shall be signed by the President, or a Vice
President, and by the Secretary, or an Assistant Secretary, or by
such officer or officers, or person or persons, as the Board of
Directors may by resolution prescribe, except as provided in
Section 1 of this Article VII. Such seal may be an original
impression or an engraved or imprinted facsimile thereof.
ARTICLE VIII.
Seal
The corporate seal shall have inscribed thereon the name of
the Corporation and the word ``SEAL''.
ARTICLE IX.
Fiscal Year
The fiscal year shall be the calendar year.
ARTICLE X.
Miscellaneous Provisions
SECTION 1. Inspection of Books. The Board of Directors shall
determine from time to time whether, and, if allowed, when and
under what conditions and regulations, the accounts and books of
the Corporation (except such as by statute may be specifically
open to inspection), or any of them, shall be open to the
inspection of the shareholders, and the shareholders' rights in
this respect are and shall be restricted and limited accordingly.
SECTION 2. Notices. Whenever under the provisions of these
By-Laws notice is required to be given to any director, officer,
or shareholder, it may be given by depositing the same with the
United States Postal Service, in a postpaid sealed wrapper,
addressed to such director, officer, or shareholder at such
address as appears on the books of the Corporation, or in default
of other address, to such director, officer or shareholder at the
General Post Office in the City of Indianapolis, Indiana, and
such notice shall be deemed to be given at the time of such
mailing.
SECTION 3. Waiver. Any director, officer or shareholder may
waive any notice required to be given under these By-Laws either
before, at, or after any meeting, and such waiver shall be
equally as effective as the due service of notice.
ARTICLE XI.
Amendments and Repeal
SECTION 1. Amendments. These By-Laws may be altered, amended
or repealed, and new By-Laws may be made at any annual, regular,
or special meeting of the Board of Directors by the affirmative
vote of a majority of the whole Board of Directors at the time of
such action.
SECTION 2. Repeal. All By-Laws of the Corporation, and
amendments thereto, heretofore made and adopted by the
shareholders and/or the Board of Directors of the Corporation are
hereby expressly repealed.
<TABLE>
IPALCO ENTERPRISES, INC. EXHIBIT 11.1
Exhibit 11.1 - Computation of Per Share Earnings
<CAPTION>
For the Quarter Ended March 31, 1996
QUARTER ENDED MARCH 31, 1996: Earnings Per Fully
Common Share Primary Diluted
------------ ---------- ----------
<S> <C> <C> <C>
Weighted Average Number of Shares
Average Common Shares Outstanding at 3/31/96 56,863,142 56,863,142 56,863,142
Dilutive Effect for Stock Options at 3/31/96 - 128,803 144,537
----------- ---------- ----------
Weighted Average Shares at 3/31/96 56,863,142 56,991,945 57,007,679
=========== ========== ==========
Net Income To Be Used To Compute Fully
Diluted Earnings Per Average Common Share (Dollars in thousands)
Net Income $35,548 $35,548 $35,548
=========== ========== ==========
Earnings Per Average Common Share $0.63 $0.62 (a) $0.62 (a)
=========== ========== ==========
Note:
(a) This calculation is submitted in accordance with Regulation S-K item 601(b)(11) although not required
by footnote 2 to paragraph 14 of APB Opinion No. 15 because it results in dilution of less than 3%.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> UT
<CIK> 0000728391
<NAME> IPALCO ENTERPRISES, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,796,304
<OTHER-PROPERTY-AND-INVEST> 114,397
<TOTAL-CURRENT-ASSETS> 177,192
<TOTAL-DEFERRED-CHARGES> 162,744
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 2,250,637
<COMMON> 387,288
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> 450,900
<TOTAL-COMMON-STOCKHOLDERS-EQ> 839,551
0
51,898
<LONG-TERM-DEBT-NET> 702,559
<SHORT-TERM-NOTES> 56,500
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 15,150
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 584,979
<TOT-CAPITALIZATION-AND-LIAB> 2,250,637
<GROSS-OPERATING-REVENUE> 196,446
<INCOME-TAX-EXPENSE> 20,859
<OTHER-OPERATING-EXPENSES> 130,743
<TOTAL-OPERATING-EXPENSES> 151,602
<OPERATING-INCOME-LOSS> 44,844
<OTHER-INCOME-NET> 2,422
<INCOME-BEFORE-INTEREST-EXPEN> 47,266
<TOTAL-INTEREST-EXPENSE> 11,718
<NET-INCOME> 35,548
795
<EARNINGS-AVAILABLE-FOR-COMM> 35,548
<COMMON-STOCK-DIVIDENDS> 20,449
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 71,427
<EPS-PRIMARY> .62
<EPS-DILUTED> .62
</TABLE>
