SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
IPALCO ENTERPRISES, INC.
(Name of Issuer)
IPALCO ENTERPRISES, INC.
(Name of Person(s) Filing Statement)
Common Stock, No Par Value Per Share
(Title of Class of Securities)
462613100
(CUSIP Number of Class of Securities)
John R. Brehm
Vice President and Treasurer
IPALCO Enterprises, Inc.
One Monument Circle
Indianapolis, IN 46204
(317) 261-8261
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
Copies to:
Bryan G. Tabler
Vice President, Secretary and General Counsel
IPALCO Enterprises, Inc.
One Monument Circle
P.O. Box 1595
Indianapolis, IN 46206-1595
February 28, 1997
(Date Tender Offer First Published, Sent or Given to Security Holders)
<PAGE>
This Amendment No. 1 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 (the "Statement") dated February 28, 1997,
relating to the tender offer by IPALCO Enterprises, Inc., an Indiana
corporation (the "Company") to purchase up to 12,000,000 shares of common
stock, no par value per share (the "Shares") at a price, net to the
seller in cash, together with the associated common stock purchase
rights, at not less than $29.00 per Share nor more than $34.00 per Share,
upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated February 28, 1997 (the "Offer to Purchase") and the
related Letter of Transmittal (which are herein collectively referred to
as the "Offer"). Copies of such documents are filed as Exhibits (a)(1)
and (a)(2), respectively, to the Statement. Capitalized terms used
herein but not defined herein shall have the meaning assigned to such
term in the Offer to Purchase.
Item 8. Additional Information.
Item 8(e) is hereby supplemented and amended as follows:
On April 3, 1997, the Company issued a press release announcing the
final results of the Offer which expired at 12:00 Midnight, New York City
time, on March 27, 1997 and pursuant to which the Company accepted for
payment 12,539,428 Shares at a price of $32.00 per Share. The Shares
purchased pursuant to the Offer represent approximately 21.98% of the
Shares outstanding as of February 28, 1997. The press release is
attached hereto as Exhibit (a)(11) and is incorporated herein by
reference.
Item 9. Material to be Filed as Exhibits.
Item 9 is hereby amended by the addition of the following Exhibit:
(a)(11) Text of Press Release issued by the Company dated April
3, 1997.
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
IPALCO ENTERPRISES, INC.
By: /s/ John R. Brehm
Name: John R. Brehm
Title: Vice President and Treasurer
April 10, 1997
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
(a)(11) -- Text of Press Release issued by the
Company dated April 3, 1997.
Exhibit (a)(11)
(The following is a reformatted version of a press release issued by
IPALCO Enterprises, Inc.)
Media: Marni Lemons
317-261-8219
email:[email protected]
Investor: Jennifer Kent
317-261-8259
email:[email protected]
Steve Meyer
317-261-8995
IPALCO Announces Final Results of Dutch Auction
INDIANAPOLIS, April 3, 1997 -- IPALCO Enterprises, Inc. (NYSE:IPL) on
Thursday said it will spend $401.2 million to repurchase all of the
approximately 12.54 million shares that were tendered at or below $32
per share through its Dutch Auction tender offer which expired last
week.
IPALCO announced on February 25, 1997, that it would buy back 12 million
shares, or 21 percent of its outstanding common stock, at a price not
lower than $29 nor more than $34 per share. The lowest price that allowed
the company to acquire 12 million shares was $32. All shareholders who
tendered shares at or below this price before March 27, 1997, will be
paid $32 per share for their shares.
The Company emphasized that it is acquiring the additional shares above
12 million in lieu of the proration it had previously announced. That
will further reduce IPALCO's outstanding shares to about 44.5 million which
will benefit remaining shareholders while simplifying the transaction
for tendering shareholders.
Payment for the shares accepted in the tender and the return of all other
shares tendered but not accepted, will occur within the next two weeks.
"We're very pleased that we have been able to provide our shareholders
with a choice of options," said IPALCO Chairman and Chief Executive
Officer John R. Hodowal. "Those who tendered their shares received a
premium price, nearly $4 above the closing price on the day we announced
the transaction. Stated another way, they received well over two years'
worth of dividends right up front.
"Those shareholders who remain, as well as new shareholders, will benefit
from a faster earnings-per-share growth rate, as well as an expected
higher dividend growth rate."
IPALCO initiated the leveraged recapitalization and revised dividend
policy in order to prepare for a more competitive future. While the
company's debt-to-capital ratio will increase in the short term, IPALCO
expects it to be back to the 45 percent level in three and a half to five
years.
"We believe we will be competing with S&P 500 companies as we move toward
a customer choice future. These industrial companies are not saddled
with the high payout ratios characteristic of today's utilities," Hodowal
said. "The total return characteristics of our stock should make us an
attractive investment today and into the future."
IPALCO Enterprises, Inc. is a multi-state energy company providing a
variety of energy-related products and services. Its principal
subsidiary, Indianapolis Power & Light Company, provides retail electric
service to approximately 410,000 commercial, industrial and residential
customers in Indianapolis and other parts of Central Indiana.
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