Registration No. 333-2405
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO 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, and (317) 261-8261
telephone number, including area code,
of registrant's principal executive (Name, address, including zip code,
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. [ ]
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. [ ]
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of each class Amount to Proposed maximum Proposed Maximum aggre- Amount of regis-
of securities to be to be registered offering price per gate offering price <FN1> tration fee
registered unit <FN1>
<S> <C> <C> <C> <C>
Common Stock, 140,000 $25.9375(1) $3,631,250<FN1> $1,252.16
without par value shares <FN2>
<FN>
<FN1> 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).
<FN2> 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
filed as part of this Registration Statement is being filed 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 Post-Effective Amendment to the Form S-3 Registration
Statement is being filed to include the Prospectus and Part II for the
previously filed Form S-3 Registration Statement No. 333-2405.
(space intentionally left blank)
<PAGE>
SUPPLEMENT NUMBER ONE
DATED APRIL 12, 1996
TO
PROSPECTUS DATED OCTOBER 29, 1993
IPALCO ENTERPRISES, INC.
AUTOMATIC DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The following changes are made in the text of the Prospectus, with
underline used to indicate additions and strikeout used to indicate
deletions where necessary:
1. The address of the principal office of IPALCO Enterprises,
Inc. has been changed from 25 Monument Circle to One Monument
Circle.
2. The response to Question 22 is changed as follows: "Partial
and complete withdrawals normally will be processed within
five business days after the Agent receives a request.
Proceeds from any sale of shares, less brokerage commissions,
will be remitted to a participant following settlement
through a broker (normally five three business days after the
sale). Any withdrawal request received on or after an ex-
dividend date (four two business days before record date)
will not be processed until after the dividend relating to
that record date has been reinvested."
3. The section entitled "Legal Opinions" is changed as follows:
The legality of the Common Stock has been passed upon for
IPALCO by Barnes & Thornburg, 11 South Meridian Street, 1313
Merchants Bank Building, Bryan G. Tabler, Vice President,
Secretary and General Counsel, IPALCO Enterprises, One
Monument Circle, Indianapolis, Indiana 46204. As of January
15, 1996, Mr. Tabler owned 9,297 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.
April 12, 1996
<PAGE>
PROSPECTUS
IPALCO ENTERPRISES, INC.
Automatic Dividend Reinvestment and Stock Purchase Plan
_________________
The Automatic Dividend Reinvestment and Stock Purchase Plan (the
"Plan") of IPALCO Enterprises, Inc. ("IPALCO") provides a simple and
convenient method for record holders (as defined in the Plan) of IPALCO's
Common Stock and employees to purchase additional shares of Common Stock
either in the form of new issue shares or on the open market, as
determined by IPALCO's Board of Directors.
Participants in the Plan may:
* have dividends on all their shares automatically reinvested;
* have dividends on part of their certificated shares
automatically reinvested and receive the remainder of their
dividends in cash;
* continue to receive dividends on all certificated shares and
invest by making optional cash payments (including employees'
payroll deductions) of not less than $25 or more than $5,000
in any calendar month;
* invest both cash dividends and optional cash payments;
* deposit their Common Stock certificates with the Plan for
safekeeping;
* direct IPALCO to transfer, at no cost to participants, all or
a portion of their whole shares of Common Stock held in the
Plan to other persons.
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
during any calendar month, including brokerage commissions.
_________________
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 document constitutes part of a prospectus covering securities that
have been registered under the Securities Act of 1933.
October 29, 1993
<PAGE>
No person has been authorized to give any information or to make
any representations, other than those contained in this Prospectus in
connection with the offer contained herein 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 information herein since the date hereof.
____________________
IF YOU HAVE QUESTIONS CONCERNING THE PLAN
Please address all correspondence concerning the Plan to:
IPALCO Enterprises, Inc.
Shareholder Services
Dividend Reinvestment Plan
P.O. Box 798
Indianapolis, Indiana 46206
Telephone Local - 261-8394
Fax Number - 317-261-8288
Toll Free - 1-800-877-0153
____________________
TABLE OF CONTENTS
Page
General Information. . . . . . . . . . . . . . . . . . 3
Plan of Distribution . . . . . . . . . . . . . . . . . 3
Introduction. . . . . . . . . . . . . . . . . . . 4
Purpose . . . . . . . . . . . . . . . . . . . . . 4
Administration. . . . . . . . . . . . . . . . . . 4
Participation - General . . . . . . . . . . . . . 5
Costs . . . . . . . . . . . . . . . . . . . . . . 6
Purchases . . . . . . . . . . . . . . . . . . . . 7
Optional Cash Payments. . . . . . . . . . . . . . 8
Reports to Participants . . . . . . . . . . . . . 8
Dividends . . . . . . . . . . . . . . . . . . . . 9
Certificates for Shares . . . . . . . . . . . . . 9
Partial and Complete Withdrawals. . . . . . . . . 9
Safekeeping Service . . . . . . . . . . . . . . . 10
Transfer of Common Stock. . . . . . . . . . . . . 11
Other Information . . . . . . . . . . . . . . . . 12
Participation - Employees . . . . . . . . . . . . 14
Use of Proceeds. . . . . . . . . . . . . . . . . . . . 14
Incorporation of Certain Documents by Reference. . . . 15
Experts. . . . . . . . . . . . . . . . . . . . . . . . 16
Legal Opinions . . . . . . . . . . . . . . . . . . . . 16
Attachment "A" . . . . . . . . . . . . . . . . . . . . 17
GENERAL INFORMATION
IPALCO Enterprises, Inc. (IPALCO) is a holding company incorporated
under the laws of the State of Indiana on September 14, 1983. Pursuant
to an Agreement and Plan of Merger, effective December 31, 1983,
Indianapolis Power & Light Company (the "Company") became a subsidiary of
IPALCO and all Common Stock of the Company outstanding on December 31,
1983 was exchanged for Common Stock of IPALCO, on a share for share
basis, and all common shareholders of the Company on that date became
common shareholders of IPALCO. The Company 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. On July
31, 1984, Mid-America Capital Resources, Inc. ("Mid-America") became a
wholly-owned subsidiary of IPALCO and functions as a holding company for
Mid-America Energy Resources, Inc. which operates a district cooling
system in Indianapolis and Cleveland Energy Resources which operates
district steam heating and cooling systems in Cleveland, Ohio. The
principal executive offices of IPALCO are located at 25 Monument Circle,
P.O. Box 1595, Indianapolis, Indiana 46206.
IPALCO is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith files reports
and other information with the Securities and Exchange Commission.
Information concerning directors and officers, their remuneration and any
material interest of such persons in transactions with IPALCO, is
disclosed in proxy statements distributed to shareholders of IPALCO and
filed with the Commission. Such reports, proxy statements and other
information can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549; Seven World Trade Center, 13th Floor, New
York, New York 10048; and Northwestern Atrium Center, 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.
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 Chicago Stock Exchange, 120 South
LaSalle Street, Chicago, Illinois 60603.
PLAN OF DISTRIBUTION
IPALCO hereby offers record holders of its common stock (the
"Common Stock") and its employees (hereinafter defined) the opportunity
to purchase shares of Common Stock pursuant to IPALCO's Automatic
Dividend Reinvestment and Stock Purchase Plan (the "Plan").
The Plan, as hereby amended, was adopted by resolution of IPALCO's
Board of Directors on October 26, 1993 to be effective October 29, 1993.
The Plan consists of the following 40 numbered questions and answers:
<PAGE>
Introduction
1. What does the Plan provide?
The Plan provides the opportunity for all record holders of Common
Stock ("Shareholders") and full time employees (except employees subject
to the reporting requirements of Section 16 of the Securities Exchange
Act of 1934), of IPALCO and any direct or indirect subsidiary thereof
("Employees"), to have dividends reinvested and/or optional cash payments
invested in additional Common Stock to be purchased by the Plan either
directly from IPALCO in the form of new issue shares, or on the open
market. 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.
Shareholders and Employees may choose one of the following methods of
participation:
(a) reinvest the cash dividends otherwise payable to them on
all or a part of the Common Stock registered in their names and on
all Common Stock held in the Plan in additional shares of Common
Stock; or
(b) continue to receive all of their cash dividends on
Common Stock held in their names and purchase Common Stock by
making optional cash payments to the Plan of not less than $25 nor
more than $5,000 per month; or
(c) both reinvest cash dividends and make optional cash
payments as provided in (a) and (b) above.
Purpose
2. What is the purpose of the Plan?
The purpose of the Plan is to provide Shareholders and Employees
with a simple, convenient and relatively inexpensive method of investing
cash dividends and/or optional cash payments in Common Stock.
Administration
3. Who administers the Plan?
Indianapolis Power & Light Company as agent for the Plan (the
"Agent") will administer the Plan, keep records, send statements of
account to participants after each transaction that affects their
accounts and perform such other duties as required by the Plan. The
Agent will purchase new issue shares of Common Stock from IPALCO on
behalf of participants in the Plan. Purchases of Common Stock on the
open market also will be made by the Agent on behalf of participants
through brokers consistent with applicable securities laws and
regulations relating to volume, timing and price of such purchases during
any calendar month. All shares purchased by the Agent will be credited
to the respective accounts of participants and will be held by and
registered in the nominee name of the Agent.
<PAGE>
Participation - General
4. Who is eligible to participate in the Plan?
Shareholders and Employees as defined in Question 1 are eligible to
participate in the Plan. Any beneficial owner of Common Stock that has
shares registered in the name of a broker must become a record holder by
having the Common Stock he or she selects for participation in the Plan
transferred to his or her own name.
5. How do Shareholders and Employees participate?
Shareholders may become participants in the Plan by signing the
Authorization Card and returning it to the Agent. Employees may become
participants in the manner set forth in Question 40. An Authorization
Card and a return envelope may be obtained by writing to IPALCO
Enterprises, Inc., Shareholder Services, Dividend Reinvestment Plan, P.O.
Box 798, Indianapolis, Indiana 46206 or by telephoning - 261-8394 for
local calls or 1-800-877-0153 for toll free long distance calls.
6. When may eligible Shareholders become participants in the Plan?
Shareholders may join the Plan at any time by completing the
Authorization Card and mailing it to the address set forth in Question 5.
If the Authorization Card is received on or before the record date for a
dividend payment, reinvestment of dividends will begin with that
dividend, unless the Authorization Card indicates optional cash payments
only. (See Question 15.) If the Authorization Card is received after a
record date, reinvestment of dividends will begin with the next dividend
payment date. Participants should be aware of possible delays in the
ordinary course of mail service and should allow for such delays when
submitting their Authorization Card.
7. What is an Investment Date?
An Investment Date is that date in each month when optional cash
payments and quarterly dividends are invested under the Plan; provided,
that when shares are purchased on the open market, the Agent has absolute
discretion, consistent with applicable securities laws and regulations as
to when, in what amounts and the price at which dividends and optional
cash will be used to purchase Common Stock during any calendar month.
There is only one Investment Date in each calendar month which will
normally be 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.
Dividends declared on Common Stock are payable January 15, April
15, July 15 and October 15 of each year. Optional cash payments normally
will be invested on the 15th day of the month, provided such payments are
received by the Agent at least five full business days before the
Investment Date for that month. Cash payments received less than five
full business days before the Investment Date will be invested on the
Investment Date for the following month unless earlier investment is
possible.
No interest will be earned or paid on optional cash payments held
by the Agent pending investment on an Investment Date.
<PAGE>
8. What does the Authorization Card provide?
The Authorization Card specifies the methods by which Shareholders
and Employees may elect to participate in the Plan. A separate
Authorization Card is required for each account of a Shareholder or
Employee. The investment options available are:
Full Reinvestment -- Reinvest cash dividends payable on all Common
Stock registered in the Shareholder's name and on all Common Stock
held in the Plan and invest any optional cash payments made by the
Shareholder.
Partial Reinvestment -- Reinvest cash dividends payable on less
than all Common Stock registered in the Shareholder's name and on
all Common Stock held in the Plan, receive cash dividends on the
remaining shares and invest any optional cash payments.
Optional Cash Only -- Invest only optional cash payments of not
less than $25 per month or more than $5,000 per month, although no
dividends are being reinvested on shares registered in the
Shareholder's name. (See also Question 24)
9. May participants change their method of participation in the Plan
after enrollment?
Yes, participants may change their method of participation in the
Plan after enrollment by selecting one of the other options permitted
under Question 8 on a new Authorization Card and signing and returning it
to the Agent; provided, the Agent receives the new Authorization Card
before the record date for the payment of the next dividend. (See
Question 5 as to how Authorization Cards may be obtained.)
Costs
10. Are any fees or expenses incurred by participants in the Plan?
Brokerage commissions resulting from open market purchases of
Common Stock made by the Agent during any calendar month, will be added
to the price per share to determine the number of shares to be purchased
from dividends and optional cash payments then available for investment
under the Plan. However, there are no brokerage commissions charged to
participants when new issue shares of Common Stock are being purchased
under the Plan. Also, if a participant withdraws from the Plan and asks
the Agent to sell his or her Common Stock held in the Plan (See Question
21), the Agent will deduct the brokerage commission and other charges
related to such sale. All costs associated with the administration of
the Plan are paid by IPALCO.
Purchases
11. How many shares of Common Stock will be purchased for a
participant?
The number of shares purchased for each participant on an
Investment Date will depend on (a) whether Common Stock is being
purchased from IPALCO as new issue shares or is being purchased on the
open market, (b) the total amount of participants' dividends and optional
cash payments to be invested, (c) the price per share of Common Stock on
the open market, and (d) the brokerage commissions and other charges
incurred in making open market purchases of Common Stock. Each
participant's account will be credited as of each Investment Date with
that number of shares, including fractions computed to four decimal
places, equal to the total amount to be invested on behalf of that
participant on that date, divided by the purchase price (plus brokerage
commissions and other charges related to open market purchases) of each
share of Common Stock determined as provided in Question 12.
There is no provision in the Plan for participants to order the
purchase of a specific number of shares or the purchase of shares at a
specified price. 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.
12. What will be the price per share of Common Stock purchased under
the Plan?
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.
The price per share of Common Stock purchased on the open market
for any calendar month will be the weighted average of the prices paid by
the Agent for the Common Stock purchased during the month, plus brokerage
commissions.
13. When will shares of Common Stock be purchased under the Plan?
Dividends will be reinvested on the Investment Date in the month
dividends are payable. Optional cash payments received by the Agent at
least five full business days before an Investment Date will be invested
in Common Stock in the month of receipt on the Investment Date for that
month. Optional cash payments received after such time will be applied
to the purchase of Common Stock on the next Investment Date. Under no
circumstances will interest be paid on optional cash payments held by the
Agent for investment. (See Question 7 for Investment Dates).
Optional Cash Payments
14. How does the cash payment option work?
Optional cash payments received from participants at least five
full business days before an Investment Date will be used to purchase
Common Stock on the Investment Date at the price determined under
Question 12. If participants wish to participate only through the
investment of optional cash payments, they must select that method of
participation on the Authorization Card. However, all dividends payable
on shares purchased with optional cash payments and held in a
participant's Plan account will be reinvested automatically in additional
shares of Common Stock.
15. How are optional cash payments made under the Plan?
Optional cash payments may be made by participants each month
(however, see Question 40 regarding Employees). Optional cash payments
cannot be less than $25 nor more than $5,000 per month. Such cash
payments will be acknowledged by the Agent in the regular statement of
account prepared by the Agent. If the Agent receives payments totaling
more than $5,000 per month from a participant, the amount by which those
payments exceed $5,000, or if in one check, the entire amount, will be
returned to the participant. A participant may prevent investment of an
optional cash payment scheduled for the next Investment Date if the Agent
is requested, at least five full business days before that Investment
Date, to return such payment to the participant.
Any optional cash payment may be made by a participant when
enrolling in the Plan by enclosing with the Authorization Card a check or
money order payable to the order of IPALCO Enterprises, Inc. Thereafter,
optional cash payments may be made through the use of the cash payment
forms sent to participants by the Agent as a part of the statement of
account. The same amount of money need not be sent each month, and there
is no obligation to make an optional cash payment each month or any other
time. Participants who elect to make optional cash payments under the
Plan must make such payments in lawful money of the United States of
America.
16. Will interest be paid by the Agent on any optional cash payments
made under the Plan?
No, interest will not be paid by IPALCO or the Agent on any
optional cash payments held for investment under the Plan. Therefore, it
is suggested that any optional cash payments participants desire to make
be sent so as to reach the Agent as nearly as possible to, but not later
than, five full business days before the Investment Date. Participants
should be aware that delays in the ordinary course of mail service do
occur. So please allow for such delays when making optional cash
payments.
Reports to Participants
17. What kind of reports will be sent to participants in the Plan?
Each participant in the Plan will receive a statement of account
after completion of each transaction affecting such account, showing the
Investment Date, the amounts invested, the purchase price of the Common
Stock, the number of shares purchased, and other relevant information,
including information required by Section 6042 of the Internal Revenue
Code of 1986, as amended. All statements of accounts for any calendar
year will have been sent to each participant before the end of that
calendar year. Each statement of account normally will be sent within
one week after the Investment Date on which an investment occurred. In
addition, participants will receive copies of the same communications
sent to all holders of Common Stock, including IPALCO's interim and
annual reports to shareholders and annual meeting materials.
<PAGE>
Dividends
18. Are dividends payable on fractional interests credited to a
participant's Plan account?
Yes, cash dividends on any fractional interest in a share of Common
Stock credited to a participant's account are automatically reinvested in
additional shares of Common Stock and credited to that account.
Certificates for Shares
19. Will certificates be issued for shares of Common Stock purchased?
Certificates for 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 statement of account may be used for
that purpose. However, certificates for fractional interest in shares
will not be issued under any circumstances but will be paid in cash upon
withdrawal or termination from the Plan. A statement of account will be
provided not less than quarterly to each participant which will show,
among other things, the number of shares held by the participant in his
or her Plan account.
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.
20. In whose name will certificates be registered when issued?
Certificates will be registered and issued in the same name shown
on the participant's Plan account, unless otherwise requested (See
Questions 29-31).
Partial and Complete Withdrawals
21. How can a participant withdraw from the Plan?
A participant may make a partial or a complete withdrawal from the
Plan by submitting the form provided on the reverse side of the statement
of account or otherwise notifying the Agent, in writing, . . .
(a) To effect a partial withdrawal,
(i) by issuing one or more stock certificates for all whole
shares but keeping the fractional share in the Plan; or
(ii) by issuing one or more stock certificates for a part of
the whole Plan shares; or
(iii) by selling a part of the whole Plan shares; or
(b) To effect a complete withdrawal and termination of
participant's account,
(i) by issuing a stock certificate for all whole Plan
shares and sell the fractional share; or
(ii) by selling all whole Plan shares and the fractional
share.
22. When will a participant's request for withdrawal be processed?
Partial and complete withdrawals normally will be processed within
five business days after the Agent receives a request. Proceeds from any
sale of shares, less brokerage commissions, will be remitted to a
participant following settlement through a broker (normally five business
days after the sale). Any withdrawal request received on or after an ex-
dividend date (four business days before record date) will not be
processed until after the dividend relating to that record date has been
reinvested.
23. Can a Shareholder reenter the Plan after a withdrawal?
Shareholders who partially withdraw from the Plan continue to have
a Plan account.
Shareholders who completely withdraw from the Plan and terminate
their account must have certificated shares of Common Stock and have
filed an Authorization Card with the Agent before they can resume
participation.
24. May a participant discontinue reinvestment of dividends on
certificated shares without withdrawing from the Plan?
Yes. A participant who wishes to discontinue the reinvestment of
dividends on certificated shares of Common Stock may do so without
withdrawing from the Plan by simply changing his or her method of
participation in the Plan to optional cash only, as specified in Question
9. However, reinvestment of dividends on shares held in the Plan will
continue unless the participant completely withdraws from the Plan and
terminates his or her Plan account.
Safekeeping Service
25. What is the Plan's Safekeeping Service and how does it work?
The Plan's Safekeeping Service allows Plan participants to transfer
certificated shares of Common Stock to the Agent for safekeeping. Shares
deposited for safekeeping will be held in the name of the nominee of the
Agent and credited to participant's account under the Plan. Thereafter,
those shares will be treated the same way as other shares held in the
Plan.
<PAGE>
26. What are the advantages of the Plan's Safekeeping Service?
The Plan's Safekeeping Service offers two significant advantages to
participants. First, the risk associated with loss 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 efficient manner, provided they have been on deposit with
the Agent for at least 60 days.
27. How may certificated shares of Common Stock be deposited with the
Plan?
A participant who wishes to deposit certificated shares of Common
Stock with the Plan must complete and return to IPALCO a letter of
transmittal substantially in the form of Attachment A hereto, together
with the Common Stock certificates registered in his or her name.
Participants are urged to send stock certificates by certified mail,
return receipt requested.
28. What happens to dividends paid on shares of Common Stock deposited
with the Plan?
Dividends paid on certificated shares of Common Stock deposited
with the Plan will be reinvested automatically in additional shares of
Common Stock until they are withdrawn from the Plan.
Transfer of Common Stock
29. May participants assign or transfer all or a part of their Plan
shares?
Yes. If a participant wishes to change the ownership of all or
part of his or her Common Stock held in the Plan, a transfer may be made
by mailing a properly executed stock power, together with a letter of
instruction, to IPALCO at the address shown under Question 5. Transfers
of less than all of a participant's shares must be made in whole shares.
A request to transfer shares held in the Plan is subject to the same
requirements that are applicable to the transfer of any certificated
shares of Common Stock, including, without limitation, the requirement of
a signature guarantee on the stock power. IPALCO will provide
participants with a form of stock power upon request.
30. If Common Stock held in the Plan is transferred to another person,
will IPALCO issue a stock certificate to the transferee?
Not unless requested by the participant. (See also Questions 19
and 20) A new Plan account will be opened in the name of the person to
whom the shares are transferred. An Authorization Form and Plan
prospectus will be mailed to such person as a new shareholder and any
dividends paid on the new account automatically will be reinvested.
31. How will the new shareholder be advised of the transfer?
IPALCO will provide the participant who requested the transfer and
the new shareholder with a statement of account to confirm establishment
of the new account and reflect current transactions.
<PAGE>
Other Information
32. If IPALCO has a stock dividend or stock split, how will the Common
Stock held in the Plan be affected?
Any shares of Common Stock distributable by IPALCO as a stock
dividend or a stock split on shares of Common Stock credited to a
participant's account under the Plan as of the record date for such stock
dividend or stock split will be credited to that account under the Plan.
33. If IPALCO has a rights offering, how will the rights on Common
Stock held under the Plan be handled?
In a rights offering, the entitlement of each participant will
include any shares of Common Stock credited to the participant's account
under the Plan as of the record date. Rights applicable to Common Stock
credited to a participant's account under the Plan as of such record date
will be sold by the Agent as soon as practicable. The proceeds from such
sale will be considered an optional cash payment of the participant and
treated accordingly.
34. What are the responsibilities of IPALCO and the Agent under the
Plan?
IPALCO 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
optional cash payments or terminate a participant's account under the
Plan.
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.
35. How will a participant's shares be voted at meetings of
shareholders?
For each meeting of shareholders, participants in the Plan will
receive a proxy/instruction card enabling them to vote all shares
registered in their respective names, including those shares credited to
participants' accounts under the Plan.
36. What are the Federal income tax consequences of participation in
the Plan?
A participant will be treated for Federal income tax purposes as
having received, on the dividend payment date, dividends equal to the
total amount of the cash dividends payable on all Common Stock held by
participants, whether held in or outside the Plan.
Participants will not realize any taxable income at the time shares
are withdrawn from their Plan accounts. However, participants who
receive, upon withdrawal from the Plan, a cash payment for Plan shares
(including fractional shares) may realize a gain or a loss. Gains or
losses may also be realized by participants when shares are sold by them
under the Plan. The amount of such gains or losses, if any, will be the
difference between the amounts which participants receive for their
shares and their tax basis. Except in the case of participants who
excluded reinvested dividends from taxable income during the years 1982
through 1985 (see below), the tax basis for shares purchased with
reinvested dividends will equal the fair market value of such shares on
the dividend payment dates as of which the shares were credited to
participants' accounts. The tax basis of shares purchased with optional
cash payments will be the amount of such optional cash payments.
Gain or loss from the sale of the shares will be treated as long-
term capital gain or loss if it was held for more than one year. Any
gain or loss other than long-term capital gain or loss will be treated as
short-term capital gain or loss. The present maximum federal long-term
capital gain rate is 28%.
During the years 1982 through 1985, participants were eligible to
elect to exclude from taxable income up to $750 of reinvested dividends
per year ($1,500 for a joint return). The tax basis of shares purchased
with such excluded dividends is zero for the purpose of determining
taxable gain when the shares are sold. The gain from the sale for those
shares qualifies for long-term capital gain treatment if the shares are
held for more than one year from the dividend payment date on which they
were purchased. However, if other Common Stock (regardless of how
acquired) is sold between the record date of a reinvested dividend and a
date that is 12 months after the payment date for that dividend, the sale
is treated as though participants disposed of shares which were purchased
with such dividend (up to the number of shares so purchased) and the net
proceeds from the sale of such shares will be treated as ordinary income.
37. What provision is made for foreign shareholders subject to income
tax withholding?
In the case of foreign shareholders who elect to have their
dividends reinvested and whose dividends are subject to United States
income tax withholding, the amount of the tax to be withheld will be
deducted from the amount of dividends to be reinvested. The statements
of account confirming purchases made for foreign participants will
indicate the net dividend payment reinvested. Optional cash payments
received from them must be in United States dollars.
The tax information contained in Questions 36 and 37 is provided
solely as a guide to participants, and may be subject to change by future
legislation. Participants are advised to consult their own tax advisors
as to the federal and state income tax effects of participation in the
Plan.
38. May the Plan be amended or terminated?
IPALCO reserves the right to amend, suspend, modify or terminate
the Plan at any time. 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 in Question 21. The Agent
reserves the right to resign at any time upon advanced written notice to
IPALCO.
39. Who interprets the Plan?
IPALCO will interpret and regulate the Plan and any agreement
pertaining thereto, which interpretation and regulation shall be
conclusive.
<PAGE>
Participation - Employees
40. How can Employees participate in the Plan?
Employees who have Common Stock registered in their name may become
Plan participants in the same way as Shareholders, except that they also
may select payroll deduction as a means of making optional cash payments.
Employees who do not have Common Stock registered in their names
are eligible to enroll in the Plan immediately, by completing an
Authorization Card and returning it to the Agent with an optional cash
payment of not less than $25 or more than $5,000. Once Employees become
Plan Participants, they may make optional cash payments either directly
to the Agent or indirectly through payroll deductions. Plan provisions
that apply generally to optional cash payments also apply to optional
cash payments made through payroll deductions. (See Questions 14 - 16)
Employees who desire to make optional cash payments through payroll
deductions must complete a Payroll Deduction Card and return it to the
Agent. Employees who, thereafter, desire to discontinue optional cash
payments through payroll deductions, are responsible for advising the
Payroll Department to cease making such deductions from their pay.
Except as otherwise provided in this Question 40 or otherwise
specifically expressed in the Plan, once Employees become participants in
the Plan they are considered Shareholders and, as such, are subject to
all other terms and conditions of the Plan.
USE OF 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 investment.
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.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this Prospectus the
following documents heretofore filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934:
* IPALCO's Annual Report on Form 10-K for the year ended
December 31, 1992.
* IPALCO's Quarterly Reports on Form 10-Q for the Quarters
ended March 31, 1993 and June 30, 1993.
* IPALCO's definitive proxy statement, dated March 24, 1993,
filed pursuant to Section 14 of the Securities Exchange Act
of 1934 in connection with the annual meeting of its
shareholders held April 21, 1993.
* IPALCO's Forms 8-K dated March 15, 1993, August 5, 1993,
August 18, 1993, and August 23, 1993, relating to its
exchange offer to shareholders of PSI Resources, Inc. and the
termination thereof.
All documents filed by IPALCO with the Securities and Exchange
Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934, 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 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 a copy of this Prospectus has been provided, on the written
request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated in this
Prospectus by reference, other than exhibits to such documents. Written
requests for such copies should be directed to Shareholder Services,
Dividend Reinvestment Plan, P.O. Box 798, Indianapolis, Indiana 46206.
EXPERTS
The consolidated financial statements and the related consolidated
financial statement schedules incorporated by reference in this
prospectus have been audited by Deloitte & Touche, 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
The legality of the Common Stock has been passed upon for IPALCO by
Barnes & Thornburg, 11 South Meridian Street, 1313 Merchants Bank
Building, Indianapolis, Indiana 46204.
<PAGE>
ATTACHMENT "A"
LETTER OF TRANSMITTAL
(Re: Safekeeping)
IPALCO Enterprises, Inc.
Attention: Shareholder Services
P. O. Box 798
Indianapolis, Indiana 46206-0798
Enclosed are Common Stock certificate(s) of IPALCO Enterprises,
Inc. ("IPALCO") numbered as listed below:
Common Stock Certificate Number(s)
--------------------------------------------------------------------
--------------------------------------------------------------------
--------------------------------------------------------------------
I (We) hereby transfer the certificate(s) listed above representing
a total of __________ shares of IPALCO Common Stock to Indianapolis
Power & Light Company, as Agent for IPALCO's Automatic Dividend
Reinvestment and Stock Purchase Plan ("DR Plan"), to hold in DR Plan
Account No. _______________. In accordance with the Plan, I (we)
understand that the shares deposited in said Account will be treated the
same as all other shares held in the DR Plan and that all dividends on such
shares will be reinvested automatically without any further authorization
by me (us).
Dated ________________________
(X) ________________________
(X) ________________________
<PAGE>
IPALCO ENTERPRISES, INC.
_________
Automatic Dividend
Reinvestment
and
Stock Purchase Plan
_________
P R O S P E C T U S
Dated October 29, 1993
<PAGE>
IPALCO ENTERPRISES, INC.
25 MONUMENT CIRCLE * P.O. BOX 1595
INDIANAPOLIS, INDIANA 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, other than
the underwriting discounts and commissions:
SEC Registration Fee $1,252.16
Printing and Engraving* 500.00
Accounting Fees and Expenses* 2,500.00
Legal Fees and Expenses* 2,500.00
Miscellaneous* 500.00
Total* $7,252.16
*=Estimated
Item 15. Indemnification of Directors and Officers.
IND. CODE Sections 23-1-37-1--23-1-37-15 permit an Indiana corporation
to indemnify directors and officers against liability incurred in certain
proceedings if the individual's conduct was in good faith and the individual
reasonably believed, in the case of conduct in the individual's official
capacity, that such conduct was in the best interests of the corporation and,
in all other cases, believed such conduct was at least not opposed to the best
interests of the corporation. If the proceeding is criminal, the individual
must have at least had no reasonable cause to believe that such conduct was
unlawful. The statute requires a corporation to indemnify an individual who
is wholly successful in the defense of any such proceeding against reasonable
expenses incurred by such individual, unless the Articles of Incorporation
provide otherwise. The corporation may pay for or reimburse the reasonable
expenses incurred by a director or officer who is a party to a proceeding in
advance of final disposition of the proceeding if certain conditions are
satisfied. Unless otherwise provided in the Articles of Incorporation, a
director or officer may apply for court ordered indemnification which will
include reasonable expenses incurred to obtain the indemnification order if
the court determines that the director is entitled to mandatory
indemnification or that the director is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances. Except in the case
of mandatory indemnification, a corporation may indemnify a director or
officer only after it is determined that the individual meets the standard of
conduct described above. In addition, a corporation may also indemnify and
advance expenses to an officer, whether or not a director, to the extent,
consistent with public policy, that may be provided by its Articles of
Incorporation, by-laws, general or specific action of its board of directors
or contract. IND. CODE Section 23-1-37-14 empowers an Indiana corporation to
purchase and maintain insurance on behalf of any director or officer against
any liability asserted against, or incurred by, such individual in any such
capacity or arising out of his or her status as such, whether or not the
corporation would have had the power to indemnify against such liability. The
Articles of Incorporation of the Registrant provide for indemnification to the
full extent permitted under Indiana law.
The Registrant has purchased insurance providing up to an aggregate of
$35 Million in coverage designed to protect and indemnify the Registrant and
its officers and directors against losses arising from claims, including
claims under the 1933 Act, which might be made against its directors and
officers by reason of any actual or alleged error, misstatement, misleading
statement, act or omission, or neglect or breach of duty by the directors or
officers in the discharge of their duties.
Item 16. Exhibits.
The exhibits furnished with the Registration Statement are listed on the
attached Exhibit Index.
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 Post-Effective Amendment No. 1 to the Form S-3 Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Indianapolis, State of Indiana, on April 12, 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 April 12, 1996
(ii) Principal Financial Officer:
/s/ John R. Brehm Vice President
(John R. Brehm) and Treasurer April 12, 1996
(iii) Controller or Principal
Accounting Officer:
/s/ Stephen J. Plunkett
(Stephen J. Plunkett) Controller April 12, 1996
<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 April 12, 1996
*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
