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. LONG-TERM PERFORMANCE
AND RESTRICTED STOCK INCENTIVE PLAN
(As Amended and Restated Effective January 1, 1998)
(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>
Amount Proposed maximum Prposed maximum registration
Title of securities to be offering price aggregate Amount of
to be registered registered per unit <F1> offering price registration fee
<S> <C> <C> <C> <C>
Common Stock, 1,800,000 $16.625<F1> $29,925,000<F1> $7,900.20
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 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. Long-Term Performance and
Restricted Stock Incentive Plan (As Amended and
Restated Effective January 1, 1998) (the
"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
20,098 shares of restricted stock issued under the
Registrant's Incentive Plan and owns 34,969 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 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
*Mitchell E. Daniels, Jr. Director
*Otto N. Frenzel III Director
*Max L. Gibson Director
*John R. Hodowal Director December 28, 1999
*Ramon L. Humke Director
*Sam H. Jones Director
*Andre B. Lacy 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 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 Eight Hundred Thousand
(1,800,000) 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.
Long-Term Performance and Restricted Stock Incentive Plan
(As Amended and Restated Effective January 1, 1998) (the
"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 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 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.
/s/ Deloitte & Touche LLP
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 900,000 additional shares
of Common Stock of the Corporation, without par value,
for issuance under the IPALCO Enterprises, Inc. Long-Term
Performance and Restricted Stock Incentive Plan (As
Amended and Restated Effective January 1, 1998), 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.
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 25th day of November, 1997.
My Commission Expires: 6-13-99 /s/ Gloria K. Bryant
My County of Residence is Marion Gloria K. Bryant, Notary Public
