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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
IPALCO ENTERPRISES, INC.
(Exact name of Registrant as specified in its charter)
INDIANA 35-1575582
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
One Monument Circle
Indianapolis, Indiana 46204
(Address, including zip code, of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None Not Applicable
If this Form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective upon filing
pursuant to General Instruction A. (c), please check the following box. [.]
If this Form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(d), please check the following box. [.]
Securities Act registration statement file number to which this form
relates: Not Applicable
Securities to be registered pursuant to Section 12(g) of
the Act:
None
(Title of Class)
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Item 2. Exhibits.
Item 2 is amended by adding thereto the following:
C. Amendment No. 1 dated as of July 15, 2000, to the Rights
Agreement dated as of June 28, 1990, between IPALCO
Enterprises, Inc. and First Chicago Trust Company of New York,
as Rights Agent.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement amendment to be signed on its behalf by the undersigned, thereto
duly authorized.
IPALCO ENTERPRISES, INC.
by /s/ Bryan G. Tabler
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Name: Bryan G. Tabler
Date: July 19, 2000 Title: Vice President, Secretary
and General Counsel
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INDEX OF EXHIBITS
Exhibit Title
C. Amendment No. 1 dated as of July 15,
2000, to the Rights Agreement dated as
of June 28, 1990, between IPALCO
Enterprises, Inc. and First Chicago
Trust Company of New York, as
Rights Agent.
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EXHIBIT C
AMENDMENT NO. 1 dated as of July 15, 2000, to the
Rights Agreement dated as of June 28, 1990, as amended and
restated as of April 28, 1998 (the "Rights Agreement"),
between IPALCO ENTERPRISES, INC. (the "Corporation") and
FIRST CHICAGO TRUST COMPANY OF NEW YORK, as Rights Agent
(the "Rights Agent").
Pursuant to the terms of the Rights Agreement and in accordance with
Section 27 thereof, the following actions are hereby taken prior to executing
the Share Exchange Agreement referred to below:
Section 1. Amendments to Rights Agreement. The Rights Agreement is
hereby amended as follows:
(a) The definition of "Acquiring Person" in Section 1(a) of the
Rights Agreement is amended to add the following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary, none of
The AES Corporation or any Affiliate or Associate of The AES
Corporation shall be deemed to be an Acquiring Person, either
individually or collectively, solely by virtue of (i) the
announcement of the Share Exchange (as such term is defined in the
Share Exchange Agreement), (ii) the acquisition of Common Shares
pursuant to the Share Exchange, (iii) the execution of the Share
Exchange Agreement or (iv) the consummation of the Share Exchange or
of the other transactions contemplated by the Share Exchange
Agreement."
(b) The following definition shall be added to Section 1 of the
Rights Agreement:
"(s) "Share Exchange Agreement" shall mean the Agreement and
Plan of Share Exchange dated as of July 15, 2000, between The AES
Corporation and the Corporation."
(c) Section 1(h) of the Rights Agreement is amended to add the
following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the contrary, a
Distribution Date shall not be deemed to have occurred solely as the
result of (i) the announcement of the Share Exchange, (ii) the
acquisition of Common Shares pursuant to the Share Exchange, (iii)
the execution of the Share Exchange Agreement or (iv) the
consummation of the Share Exchange or of the other transactions
contemplated by the Share Exchange Agreement."; and
(d) The following sentence shall be added to the end of Section
11(a)(iii):
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2
"From and after the Effective Time, as defined in the Share Exchange
Agreement, any Rights that are or were acquired or beneficially
owned by The AES Corporation or any Associate or Affiliate of The
AES Corporation shall become null and void."
Section 2. Full Force and Effect. Except as expressly amended
hereby, the Rights Agreement shall continue in full force and effect in
accordance with the provisions thereof on the date hereof.
Section 3. Governing Law. This Amendment shall be governed by and
construed in accordance with the law of the State of Indiana applicable to
contracts to be made and performed entirely within such State.
IN WITNESS WHEREOF, the Corporation and the Rights Agent have caused
this Amendment to be duly executed as of the day and year first above written.
IPALCO ENTERPRISES, INC.,
by: /s/ John R. Hodowal
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Name: John R. Hodowal
Title: Chairman of the Board and
President
FIRST CHICAGO TRUST COMPANY OF
NEW YORK, as Rights Agent,
by: /s/
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Name:
Title:
