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.
1999 STOCK INCENTIVE 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 Amount Proposed maximum Proposed maximum Amount of
securities to be offering price aggregate registration
to be registered per unit <F1> offering price fee
registered
<S> <C> <C> <C> <C>
Common Stock, 1,500,000 $16.625<F1> $24,937,500.00<F1> $6,583.50
without par shares<F2>
value
<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 December 23, 1999,
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>
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. 1999 Stock Incentive Plan (the "1999 Incentive
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.
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, 1998.
(2) Quarterly Reports of the Registrant on Form 10-Q for
the quarters ended March 31, 1999, June 30, 1999 and
September 30, 1999.
(3) Registrant's definitive proxy statement, dated March
15, 1999, 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 April 21, 1999.
(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, and as amended on April 29, 1998.
(6) The current report on Form 8-K dated February 23, 1999,
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.
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 0 shares of restricted stock or
options issued under the Registrant's 1999 Incentive Plan and
owns 55,067 shares directly.
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, where applicable,
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 December 28, 1999.
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 December 28, 1999
(ii) Principal Financial Officer:
/s/ John R. Brehm Vice President
John R. Brehm and Treasurer December 28, 1999
(iii) Controller or Principal
Accounting Officer:
/s/ Stephen J. Plunkett
Stephen J. Plunkett Controller December 28, 1999
(iv) A Majority of the Board
of Directors:
*Joseph D. Barnette, Jr. Director
*Robert A. Borns Director
*Daniel R. Coats Director
*Mitchell E. Daniels, Jr. Director
*Rexford C. Early Director
*Otto N. Frenzel III Director
*Max L. Gibson Director
*John R. Hodowal Director December 28, 1999
*Ramon L. Humke Director
*Andre B. Lacy Director
*L. Ben Lytle Director
*Michael S. Maurer Director
*Andrew J. Paine, Jr. Director
*Sallie W. Rowland Director
*Thomas H. Sams Director
*By: /s/ Bryan G. Tabler
Bryan G. Tabler, Attorney-in-Fact
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 as amended
and restated (Exhibit B to the Form 8-K dated 4-29-98).
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
December 28, 1999
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 December 28,
1999, with respect to the registration of One Million Five Hundred
Thousand (1,500,000) shares of Common Stock, without par value, of the
Company currently held as treasury shares (the "Shares") to be issued
and sold to eligible participants in the IPALCO Enterprises, Inc. 1999
Stock Incentive Plan (the "1999 Incentive 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 1999 Incentive 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 1999
Incentive 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 22, 1999
(February 23, 1999 as to Note 14), appearing
in the Annual Report on Form 10-K of IPALCO
Enterprises, Inc. for the year ended December 31,
1998.
DELOITTE & TOUCHE LLP
/s/ Deloitte & Touche LLP
December 27, 1999
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 and related prospectus for
the registration of not to exceed 1,500,000 shares of Common
Stock of the Corporation, without par value, currently held
as treasury shares for issuance under the IPALCO Enterprises,
Inc. 1999 Stock Incentive 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 related prospectus and any and all amendments
thereto, and all instruments necessary or incidental
thereto, hereby granting unto said attorneys and each of them
full power and authority to do and perform in the name and on
behalf of each of the undersigned, and in any and all
capacities, every act and thing whatsoever requisite or
necessary to be done in and about the premises, as fully and
to all intents and purposes as each of the undersigned might
or could do in person, hereby ratifying and approving the
acts of said attorneys and each of them.
/s/ John R. Hodowal /s/ Mitchell E. Daniels, Jr.
/s/ Ramon L. Humke /s/ Thomas H. Sams
/s/ Daniel R. Coats /s/ Otto N. Frenzel, III
/s/ Max L. Gibson /s/ Sallie W. Rowland
/s/ Andre B. Lacy /s/ Rexford C. Early
/s/ Michael S. Maurer /s/ Andrew J. Paine, Jr.
/s/ L. Ben Lytle /s/ Joseph D. Barnette, Jr.
/s/ Robert A. Borns
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 30th day of November, 1999.
My Commission Expires: 6-13-07 /s/ Gloria K. Bryant
My County of Residence is Marion Gloria K. Bryant,
Notary Public
