Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
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
P.O. Box 1595
Indianapolis, Indiana 46206-1595
(Address of principal executive offices) (Zip Code)
IPALCO ENTERPRISES, INC. 1997 STOCK OPTION PLAN
(Full title of the plan)
JOHN R. BREHM
Vice President and Treasurer
IPALCO Enterprises, Inc.
One Monument Circle
P.O. Box 1595
Indianapolis, Indiana 46206-1595
(Name and address of agent for service)
(317) 261-8261
(Telephone number, including area code, of agent for service)
Copies to:
Bryan G. Tabler, Esquire
IPALCO Enterprises, Inc.
One Monument Circle
P.O. Box 1595
Indianapolis, Indiana 46206-1595
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of securities Amount to Proposed maximum Proposed maximum aggre- Amount of regis-
to be registered be registered offering price per unit <F1> gate offering price <F1> tration fee
<S> <C> <C> <C> <C>
Common Stock 2,000,000 $30.875 <F1> $61,750,000<F1> $18,712.12
without par value shares <F2>
<FN>
<F1> Estimated solely for the purpose of calculating the registration fee
and based on average of the high and low sales prices per share of
Common Stock of IPALCO Enterprises, Inc. on May 30, 1997, pursuant to
Rule 457(c).
<F2> Any additional shares of Common Stock to be issued as a result of
stock dividends, stock splits, or similar transactions shall be
covered by this Registration Statement as provided in Rule 416.
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(A) PROSPECTUS
The document(s) containing information specified by Part I of this Form
S-8 Registration Statement (the "Registration Statement") will be sent or
given to participants in the IPALCO Enterprises, Inc. 1997 Stock Option Plan
(the "Stock Option Plan") as specified in Rule 428(b)(1) promulgated by the
Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "1933 Act"). Such document(s) are not being
filed with the Commission but constitute (along with the documents
incorporated by reference into the Registration Statement pursuant to Item 3
of Part II hereof), a prospectus that meets the requirements of Section 10(a)
of the 1933 Act.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference into the
Registration Statement:
(1) The Annual Report of the Registrant on Form 10-K for the year ended
December 31, 1996.
(2) Quarterly Report of the Registrant on Form 10-Q for the quarter
ended March 31, 1997.
(3) Registrant's definitive proxy statement, dated April 15, 1997,
filed pursuant to Section 14 of the Securities Exchange Act of
1934, as amended ("1934 Act"), in connection with the annual
meeting of its shareholders held May 21, 1997.
(4) The description of the Common Stock contained in Item 4 of the
Registrant's Registration Statement on Form 8-B dated December 21,
1983.
(5) The description of the Registrant's Rights to Purchase Common Stock
contained in the Registrant's Registration Statement on Form 8-A
filed with the Commission on June 29, 1990.
(6) The Current Report on Form 8-K dated February 25, 1997, filed by
Registrant.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the 1934 Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part thereof from the date they are filed.
Item 4. Description of Securities.
Not applicable.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
Certain legal matters in connection with the securities offered hereby
will be passed upon for the Registrant by Bryan G. Tabler, Vice President,
Secretary and General Counsel of the Registrant. Mr. Tabler holds 6,067
shares of restricted stock issued under the Registrant's Incentive Plan and
beneficially owns 8,860 shares held directly, 5,401 shares held by Trust and
855 shares held in the Indianapolis Power & Light Company Employees' Thrift
Plan.
Item 6. 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 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits furnished with the Registration Statement are listed on the
Exhibit Index which follows the signature pages herein.
Item 9. 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 1933
Act 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 Commission such indemnification
is against public policy as expressed in the 1933 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 1933 Act
and will be governed by the final adjudication of such issue.
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-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Indianapolis, State
of Indiana, on May 27, 1997.
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 date indicated.
Signatures Title Date
(i) Principal Executive Officer:
/s/ John R. Hodowal Chairman of the Board
(John R. Hodowal) and President May 27, 1997
(ii) Principal Financial Officer:
/s/ John R. Brehm Vice President
(John R. Brehm) and Treasurer May 27, 1997
<PAGE>
(iii) Controller or Principal
Accounting Officer:
/s/ Stephen J. Plunkett
(Stephen J. Plunkett) Controller May 27, 1997
(iv) A Majority of the Board
of Directors:
*Joseph D. Barnette, Jr. Director
*Robert A. Borns Director
*Mitchell E. Daniels, Jr. Director
*Otto N. Frenzel III Director
*Max L. Gibson Director
*Earl B. Herr, Jr. Director
*John R. Hodowal Director May 27, 1997
*Ramon L. Humke Director
*Andre B. Lacy Director
*Michael S. Maurer Director
*Sallie W. Rowland Director
*Thomas H. Sams Director
*By: /s/ Bryan G. Tabler
(Bryan G. Tabler, Attorney-in-Fact)
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
Documents which are identified with an asterisk (*) are
incorporated herein by reference and made a part hereof.
4.1* IPALCO PowerInvest Dividend Reinvestment and Direct Stock Purchase
Plan (Exhibit 4.1 to the Form 10-Q dated 9-30-96).
4.2* IPALCO Enterprises, Inc. and First Chicago Trust Company of
New York (Rights Agent) - Rights Agreement (Exhibit 4.2 to
the Form 10-K for the year ended 12-31-94).
4.3* Specimen copy of the Common Stock certificate of the Registrant
(Exhibit 4(b) to the Registration Statement on Form S-8 of the
Registrant, filed October 14, 1992, Registration No. 33-53260).
5 Opinion of Bryan G. Tabler as to the legality of the securities
being registered.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Bryan G. Tabler (included in Exhibit 5)
24 Power of Attorney
EXHIBIT 5
June 5, 1997
IPALCO Enterprises, Inc.
One Monument Circle
P.O. Box 1595
Indianapolis, IN 46206-1595
Gentlemen:
You have requested my opinion in connection with the Registration Statement
on Form S-8 (the "Registration Statement") anticipated to be filed with the
Securities and Exchange Commission by IPALCO Enterprises, Inc. (the
"Company") on June 5, 1997, with respect to the registration of Two Million
(2,000,000) shares of Common Stock, without par value, of the Company (the
"Shares") to be issued and sold to eligible participants in the IPALCO
Enterprises, Inc. 1997 Stock Option Plan (the "Stock Option Plan").
I have examined such records and documents and have made such investigations
of law and fact as I have deemed necessary in the circumstances. Based on
that examination and investigation, I am of the opinion that when the Shares
have been issued in consideration for services performed, all as contemplated
by the Stock Option Plan as described in the Registration Statement and in
the Prospectus relating thereto, as the same may be amended, and when the
Company has complied with the Securities Act of 1933, as amended, and with
the securities laws of Indiana and all other jurisdictions in which the
Shares are to be sold pursuant to the Stock Option Plan, the Shares will be
legally issued, fully paid and non-assessable.
I consent to the filing of this opinion as Exhibit 5 to the Registration
Statement. In giving this consent, however, I do not admit that I am in the
category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the Rules and Regulations of the Securities and
Exchange Commission thereunder.
The foregoing opinion is limited to the application of the internal laws of
the State of Indiana and applicable federal law, and no opinion is expressed
herein as to any matter governed by the laws of any other jurisdiction.
Sincerely,
/s/ Bryan G. Tabler
Bryan G. Tabler
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of IPALCO Enterprises, Inc. on Form S-8 of our report dated January 24, 1997
(February 25, 1997 as to Note 14), appearing in the Annual Report on Form
10-K of IPALCO Enterprises, Inc. for the year ended December 31, 1996.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Indianapolis, Indiana
June 4, 1997
<PAGE>
EXHIBIT 24
IPALCO ENTERPRISES, INC.
POWER OF ATTORNEY
Each of the undersigned directors of IPALCO ENTERPRISES, INC., an
Indiana corporation, (the "Corporation"), which intends to file with the
Securities and Exchange Commission, Washington D.C., under the provisions of
the Securities Act of 1933, as amended, a Registration Statement for the
registration of not to exceed 2,000,000 additional shares of Common Stock of
the Corporation, without par value, for issuance under the IPALCO
Enterprises, Inc. 1997 Stock Option Plan, does hereby appoint John R. Brehm
and Bryan G. Tabler, and each of them, his true and lawful attorneys, with
power to act each without the other and with full power of substitution and
resubstitution, for him and in his name, place and stead, to sign in the
capacity of a director of the Corporation and file said Registration
Statement and any and all amendments thereto, and all instruments necessary
or incidental thereto, hereby granting unto said attorneys and each of them
full power and authority to do and perform in the name and on behalf of each
of the undersigned, and in any and all capacities, every act and thing
whatsoever requisite or necessary to be done in and about the premises, as
fully and to all intents and purposes as each of the undersigned might or
could do in person, hereby ratifying and approving the acts of said
attorneys and each of them.
/s/ John R. Hodowal /s/ Otto N. Frenzel III
/s/ Ramon L. Humke /s/ Robert A. Borns
/s/ Joseph D. Barnette, Jr. /s/ Michael S. Maurer
/s/ Sallie W. Rowland
/s/ Thomas H. Sams
/s/ Mitchell E. Daniels, Jr.
/s/ Earl B. Herr, Jr.
/s/ Max L. Gibson
/s/ Andre B. Lacy
IN WITNESS WHEREOF, the foregoing directors of the Corporation have
affixed their respective signatures hereto in the presence of a Notary Public
for the State of Indiana, this 27th day of May, 1997.
My Commission Expires: 6-13-99 /s/ Gloria K. Bryant
My County of Residence is Marion Gloria K. Bryant, Notary Public
