Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
INDIANAPOLIS POWER & LIGHT COMPANY
(Exact name of registrant as specified in its charter)
INDIANA 35-0413620
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
25 Monument Circle
P.O. Box 1595
Indianapolis, Indiana 46206-1595
(317) 261-8261
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
John R. Brehm
Senior Vice President, Finance and Information Services
Indianapolis Power & Light Company
25 Monument Circle
P.O. Box 1595
Indianapolis, Indiana 46206-1595
(317) 261-8261
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Marcus E. Woods, Esquire Vincent Pagano Jr., Esquire
Indianapolis Power & Light Company Simpson, Thacher & Bartlett
25 Monument Circle 425 Lexington Avenue
P.O. Box 1595 New York, Yew York 10017
Indianapolis, Indiana 46206-1595
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [__]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
CALCULATION OF REGISTRATION FEE
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Type of each class of | Amount to be | Proposed maximum | Proposed maximum | Amount of
securities to be | registered | offering price per | aggregate offering | registration fee
registered | | unit <F1> | price <F1> |
- -------------------------|----------------|--------------------|--------------------|--------------------
Cumulative Preferred | 200,000 shares | $100 | $20,000,000 | $6,896.00
Stock, $100 Par Value | | | |
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<FN>
<F1> Estimated solely for the purpose of calculating the registration
fee in accordance with Rule 457(b).
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration
statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
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SUBJECT TO COMPLETION, DATED MARCH 2, 1994
200,000 Shares
INDIANAPOLIS POWER & LIGHT COMPANY
Cumulative Preferred Stock, $100 Par Value
________________
Indianapolis Power & Light Company (the "Company") intends from time
to time to issue up to 200,000 shares of its Cumulative Preferred Stock,
$100 Par Value (the "New Preferred Stock") in one or more series, on terms
to be determined when the agreement to sell is made or at the time or times
of sale, as the case may be. There is no sinking fund for the purchase or
redemption of shares and no right of conversion of shares into common or
other junior stock of the Company. The designation, number of shares,
dividend rate, payment dates, redemption prices, any listing on a national
securities exchange, and any other terms of the New Preferred Stock, in
respect of which this Prospectus is being delivered, will be set forth in a
supplement to this Prospectus ("Prospectus Supplement"). See also
"Description of the New Preferred Stock" herein.
The New Preferred Stock may be sold directly by the Company or through
agents designated from time to time or through underwriters or dealers
which may include Dillon, Read & Co. Inc. or which may be a group of
underwriters represented by Dillon, Read & Co. Inc. or other firms. If any
agents of the Company or any underwriters are involved in any sale of the
New Preferred Stock in respect of which this Prospectus is being delivered,
the names of such agents or underwriters, the principal amount, if any, to
be purchased by the underwriters and the compensation, if any, of such
underwriters or agents will be set forth in the Prospectus Supplement. See
"Plan of Distribution" herein.
________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
________________
The date of this Prospectus is ___________, 1994
(red herring language appearing in left margin)
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
AVAILABLE INFORMATION
Indianapolis Power & Light Company (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports and
other information with the Securities and Exchange Commission (the "SEC").
Such material may be inspected and copied at the public reference
facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549, and at the SEC's regional offices
located at Northwestern Atrium Center, 500 West Madison Street, Chicago,
Illinois 60661; and 7 World Trade Center, 13th Floor, New York, New York
10048; and copies of such material can also be obtained at prescribed rates
from the Public Reference Section of the SEC at its principal office at 450
Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549.
The Company has filed with the SEC a registration statement on Form S-3
(herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act"). This Prospectus does not contain all of the information set forth
in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the SEC. For further
information, reference is hereby made to the Registration Statement.
________________
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY
OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE
MARKET PRICES OF THE SECURITIES OFFERED HEREBY AT A LEVEL ABOVE
THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
________________
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following document previously filed with the SEC pursuant to the
Exchange Act is incorporated by reference into this Prospectus:
The Company's Annual Report on Form 10-K for the year ended December
31, 1993, including the financial statements and supplemental
schedules.
All documents filed by the Company pursuant to Sections 13, 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the New Preferred Stock offered
hereby shall be deemed to be incorporated by reference in this Prospectus
and to be a part hereof from the date of filing of such documents.
The Company will provide without charge to each person to whom a copy
of this Prospectus has been delivered, on the written or oral request of
such person, a copy of any or all of the documents referred to above which
have been or may be incorporated in this Prospectus by reference, other
than exhibits to such documents unless specifically incorporated by
reference into such documents. Requests for such copies should be directed
to Mr. Marcus E. Woods, Vice President, Secretary and General Counsel,
Indianapolis Power & Light Company, P. O. Box 1595, Indianapolis, Indiana
46206-1595, telephone (317) 261-8355.
PROSPECTUS SUMMARY
The following summary information is qualified in its entirety by the
detailed information and financial statements appearing in this Prospectus
or in the documents incorporated herein by reference.
INDIANAPOLIS POWER & LIGHT COMPANY
THE OFFERING
Company ......................... Indianapolis Power & Light Company
Securities to be Offered ........ 200,000 shares of Cumulative
Preferred Stock
Dividend Payment Dates .......... Quarterly
THE COMPANY
Business ........................ Electric Utility
Source of Operating Revenues
(12 Months ended December
31, 1993) ..................... 93.7% electric and 6.3% steam
Service Area .................... City of Indianapolis and
surrounding area
Kilowatt-hour Generation
by Fuel Type (12 Months
ended December 31, 1993) ...... 99.7% coal, .2% middle distilled
fuel and .1% secondary steam
SELECTED HISTORICAL
FINANCIAL INFORMATION
The selected financial information of the Company set forth below has
been derived from and should be read in conjunction with the audited financial
statements and other financial information contained or incorporated by
reference in the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993, which is incorporated by reference herein.
Years Ended December 31
(in thousands, except ratios)
==========================================================
1989 1990 1991 1992 1993
Operating Revenues $599,626 $621,578 $647,873 $633,203 $664,303
Net Income 94,471 97,085 103,866 93,058 102,766
Ratio of Earnings to Combined Fixed
Charges and Preferred Stock Dividends <F1> 3.26 3.47 3.86 3.86 4.16
Actual % of Capitalization
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Capitalization (as of December 31, 1993):
Long-Term Debt <F2> $532,260 41.3%
Cumulative Preferred Stock 51,898 4.0%
Common Shareholder's Equity 705,149 54.7%
---------- ------
Total Capitalization $1,289,307 100.0%
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_________________________
<FN>
<F1> Ratio of pre-tax income plus fixed charges to total of fixed charges and
preferred stock dividends
<F2> Long-term debt is reduced by current maturities and sinking fund
requirements
THE COMPANY
Indianapolis Power & Light Company (the "Company") is an operating
public utility incorporated under the laws of the State of Indiana on
October 27, 1926. Effective January 1, 1984, a holding company structure
was established under which the Company became a subsidiary of IPALCO
Enterprises, Inc. The Company is engaged primarily in generating,
transmitting, distributing and selling electric energy in the City of
Indianapolis and neighboring cities, towns and communities, and adjacent
rural areas, all within the State of Indiana, the most distant point being
about forty miles from Indianapolis. It also produces, distributes and
sells steam within a limited area in such city. Operating revenues of the
Company for the twelve months ended December 31, 1993 totaled $664,303,000,
approximately 93.7% of which were derived from the electric operations and
6.3% from the steam operations. For the twelve months ended December 31,
1993 approximately 99.7% of the total kilowatt-hours sold by the Company
were generated from coal and .2% were generated from middle distillate fuel
oil and .1% were generated from secondary steam purchased from the
Indianapolis Resource Recovery Project. The principal executive offices of
the Company and its parent corporation are located at 25 Monument Circle,
Indianapolis, Indiana 46204, and its telephone number is (317) 261-8261.
USE OF PROCEEDS
The Company expects to use the net proceeds from the sale of the New
Preferred Stock offered hereby to redeem shares of the Company's
outstanding Cumulative Preferred Stock. Any proceeds remaining after the
redemption of such stock will be added to the general funds of the Company
to finance future construction costs. Specific application of the proceeds
will be set forth in a Prospectus Supplement.
DESCRIPTION OF THE NEW PREFERRED STOCK
The following is a brief summary of certain provisions of the
Cumulative Preferred Stock contained in the Amended Articles of
Incorporation, as amended, of the Company (the "Amended Articles") and in
the resolutions of the Board of Directors establishing each series, and in
the Mortgage and Deed of Trust, as supplemented and modified, referred to
below, all filed as exhibits with the Registration Statement. This summary
is qualified by such reference.
The Cumulative Preferred Stock is issuable from time to time in one or
more series of equal rank, with such serial designations, dividend rates,
redemption prices, voluntary liquidation preference prices, sinking fund
provisions, conversion rights, and maximum number of shares as the Board of
Directors may determine.
Dividend Rights
The Cumulative Preferred Stock of each series is entitled, in
preference to the Common Stock, to receive cumulative cash dividends at,
but not exceeding, the dividend rate fixed for each such series, payable
quarter-yearly when and as declared by the Board of Directors, out of the
surplus earnings or net profits or surplus paid in, in cash, on the first
days of January, April, July and October in each year [Article 6,
Subdivision A, Section 4(a)]. Dividends on the New Preferred Stock will be
fixed by the Company, will be payable at the rate set forth in the
Prospectus Supplement and will accrue from the date of original issue.
Dividend Restrictions
So long as any of the several series of bonds of the Company issued
under the Mortgage and Deed of Trust, as supplemented and modified,
executed by the Company to American National Bank and Trust Company of
Chicago, as Trustee, dated May 1, 1940, remain outstanding, the Company is
restricted in the declaration and payment of dividends, or other
distribution on shares of its capital stock or the purchase or redemption
of such shares, to the aggregate of its net income, as defined in Section
47 of the Mortgage, available for dividends after December 31, 1939. Such
restrictions do not apply to the declaration or payment of dividends upon
any shares of capital stock of any class to an amount in the aggregate not
in excess of $1,107,155, or to the application to the purchase or
redemption of any shares of capital stock of any class of amounts not to
exceed in the aggregate the net proceeds received by the Company from the
sale of any shares of its capital stock of any class subsequent to December
31, 1939. The amount which these provisions would have permitted the
Company to declare and pay as dividends at February 28, 1994 exceeded
retained earnings at that date.
Voting Rights
The Company has two classes of capital stock outstanding, Cumulative
Preferred Stock and Common Stock. The holders of the Cumulative Preferred
Stock are entitled to two votes and the holders of the Common Stock are
entitled to one vote for each share held by them for the election of
directors and on all other matters, except as otherwise provided by the
Amended Articles, as in effect, or hereafter amended, and except that
certain corporate actions enumerated in the Amended Articles may not be
taken without the affirmative vote of the holders of certain specified
percentages of the Cumulative Preferred Stock voting separately as a class.
[Article 6, Subdivision A, Section 4(d), (e), (f) and (g) and Article 7,
Sections 1 and 2]
If and when dividends payable on the outstanding Cumulative Preferred
Stock shall be in default in an amount equivalent to four full quarter-
yearly dividends, the holders of all shares thereof, voting separately as a
class, will be entitled to elect at annual meetings of stockholders for the
election of directors, until such default shall have been remedied, the
smallest number of directors necessary to constitute a majority of the full
board, and the holders of Common Stock, voting separately as a class, shall
be entitled to elect the remaining directors. (Article 7, Section 2)
Liquidation Rights
Upon any voluntary liquidation, dissolution or winding-up of the
Company the Cumulative Preferred Stock of each series shall be entitled,
before any distribution shall be made to the holders of the Common Stock,
to be paid only the full preferential amount fixed by the Board of
Directors for such series, and, in the event of involuntary liquidation,
dissolution or winding-up of the Company, the Cumulative Preferred Stock of
each series shall be entitled to be paid only the sum of $100 per share, in
each case, plus dividends accrued and unpaid thereon. If upon any such
liquidation, dissolution or winding-up of the Company, the assets
distributable among the holders of the Cumulative Preferred Stock shall be
insufficient to permit the payment in full to such holders of the
preferential amounts aforesaid, then the entire assets of the Company shall
be distributed among the holders of the Cumulative Preferred Stock then
outstanding, ratably in proportion to the full preferential amounts to
which they are respectively entitled [Article 6, Subdivision A, Section
4(b)]. The voluntary liquidation preference of the New Preferred Stock
shall be the redemption price per share in effect at the time of such
liquidation as fixed by the Board of Directors.
Sinking Fund, Preemptive and Conversation Rights
No series of the Cumulative Preferred Stock has sinking fund provisions
or preemptive rights. The New Preferred Stock does not have provisions for
a sinking fund or preemptive rights. The New Preferred Stock will have no
conversation rights.
Redemption Provisions
The Company, by action of its Board of Directors, may redeem the whole
or any part of the Cumulative Preferred Stock at any time or from time to
time (if in part, by lot or in such other manner as the Board of Directors
may determine), at a price for each series thereof equal to the par value
thereof, plus a premium of such additional amount per share, if any, as
shall have been fixed to be payable in case of redemption in respect of
such series, together with the amount of all dividends accrued or in
arrears thereon to the date fixed for redemption upon not less than 30 days
nor more than 90 days notice by mail [Article 6, Subdivision A, Section
4(c)]. The right of the Company to redeem the Cumulative Preferred Stock
will be subject to the restrictions set forth under the caption "Dividend
Restrictions" above. The New Preferred Stock will be subject to redemption
at the prices set forth in a Prospectus Supplement, and may not be redeemed
prior to the date specified in a Prospectus Supplement.
Liability to Assessment
The shares of the Cumulative Preferred Stock now issued and outstanding
are, and the New Preferred Stock when issued will be, fully paid and non-
assessable and will not be liable to further calls or assessments.
Transfer Agent and Registrar
The Transfer Agent and Registrar for the New Preferred Stock will be
the Company through its Shareholders Services Division and Treasury
Organization, respectively.
PLAN OF DISTRIBUTION
The Company may sell the New Preferred Stock in any of three ways: (i)
through underwriters or dealers; (ii) directly to a limited number of
purchasers or to a single purchaser; or (iii) through agents. However, it
is expected that the New Preferred Stock will be sold to Dillon, Read &
Co., Inc., or to an underwriting syndicate represented by such firm, for
public offering. The Prospectus Supplement with respect to the New
Preferred Stock will set forth the terms of the offering, including the
name or names of any underwriters, the initial public offering price and
the proceeds to the Company from such sale, any underwriting discounts and
other items constituting underwriters' compensation, and any discounts or
concessions allowed or reallowed or paid to dealers. Any initial public
offering price and any discounts or concessions allowed or reallowed or
paid to dealers may be changed from time to time.
If underwriters are used in the sale, the New Preferred Stock will be
acquired by the underwriters for their own account and may be resold from
time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices
determined at the time of sale. The New Preferred Stock may be offered to
the public either through underwriting syndicates represented by one or
more managing underwriters or directly by one or more underwriters. The
underwriter or underwriters with respect to a particular underwritten
offering of New Preferred Stock will be named in the Prospectus Supplement
relating to such offering and, if an underwriting syndicate is used, the
managing underwriter or underwriters will be set forth on the cover page of
such Prospectus Supplement. Unless otherwise set forth in the Prospectus
Supplement, the obligations of the underwriters to purchase the New
Preferred Stock will be subject to certain conditions precedent, the
underwriters will be obligated to purchase all the New Preferred Stock if
any are purchased and the Company will have agreed to indemnify the
underwriters against certain civil liabilities including liabilities under
the Act.
If the New Preferred Stock are sold directly by the Company or through
agents designated by the Company from time to time, any agent involved in
the offer or sale of the New Preferred Stock in respect of which this
Prospectus is delivered will be named, and any commissions payable by the
Company to such agent will be set forth, in the Prospectus Supplement
relating thereto. Unless otherwise indicated in the Prospectus Supplement,
any such agent will be acting on a best efforts basis for the period of its
appointment.
EXPERTS
The financial statements and the related financial statement schedules
incorporated in this Prospectus by reference have been audited by Deloitte
& Touche, independent auditors, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance
upon the report of such firm given upon their authority as experts in
accounting and auditing.
The statements as to matters of law and legal conclusions under the
caption "Description of the New Preferred Stock" have been reviewed by
Marcus E. Woods, Vice President, Secretary and General Counsel of the
Company, and are made on his authority.
LEGAL OPINIONS
The legality of the New Preferred Stock will be passed upon for the
Company by Marcus E. Woods, Vice President, Secretary and General Counsel
of the Company, and for the Underwriters by Simpson Thacher & Bartlett (a
partnership which includes professional corporations), 425 Lexington
Avenue, New York, N.Y. 10017.
=======================================
No person has been authorized to give
any information or to make any
representations, other than those
contained in this Prospectus, in
connection with the offer contained
herein, and if given or made, such
information or representations must
not be relied upon as having been
authorized by the Company or any
Underwriter. This Prospectus does
not constitute an offer to sell or a
solicitation of an offer to buy any
of the securities offered hereby in
any jurisdiction where, or to or from
any person to whom, it is unlawful to
make or solicit such offer. Neither
the delivery of this Prospectus nor
any sale made hereunder shall under
any circumstances create any
implication that there has not been
any change in the facts contained in
or incorporated by reference in this
Prospectus or in the affairs of the
Company since the date hereof.
_______________________
TABLE OF CONTENTS
Page
Available Information 2
Incorporation of Certain
Documents by Reference 2
Prospectus Summary 3
Selected Historical
Financial Information 3
The Company 4
Use of Proceeds 4
Description of the
New Preferred Stock 4
Plan of Distribution 6
Experts 7
Legal Opinions 7
=======================================
=======================================
Indianapolis
Power & Light
Company
200,000 Shares
Cumulative Preferred Stock
$100 Par Value
____________________
PROSPECTUS
March , 1994
____________________
=======================================
PART II
Information Not Required in Prospectus
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses to be incurred in
connection with the issuance and distribution of the securities being
registered. All amounts shown are estimates, except the registration fee.
Securities and Exchange Commission
Registration Fee. . . . . . . . . . . . . . . . . . . . . $ 6,896
Fees and Expenses of Accountants . . . . . . . . . . . . . . 25,000
Fees and Expenses of Counsel . . . . . . . . . . . . . . . . 25,000
Blue Sky and Legal Investment
Fees and Expenses . . . . . . . . . . . . . . . . . . . . 15,000
Printing Expenses. . . . . . . . . . . . . . . . . . . . . . 75,000
Printing and Engraving of Securities . . . . . . . . . . . . 15,000
Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . 15,000
--------
Total. . . . . . . . . . . . . . . . . . . . . . $176,896
========
Item 15. Indemnification of Directors and Officers.
The following discussion of the indemnification provisions of the
Indiana Business Corporation Law (Indiana Code 23-1-37) (the "Law"), which
applies to the Company, is a summary, is not meant to be complete, and is
qualified in its entirety by reference to the Law.
The Law provides indemnity for present and past directors, officers,
employees and agents of the Company and of other entities including
partnerships, trusts and employee benefit plans who serve in such
capacities at the request of the Company, against obligations to pay
judgments, settlements, penalties, fines and reasonable expenses including
attorneys' fees, as the result of threatened, pending or completed actions,
suits or proceedings, whether criminal, civil, administrative or
investigations to which they are parties, if it is determined by a majority
of uninvolved directors, a committee of the board of directors or special
counsel selected by the board of directors that they acted in good faith
and they reasonably believed their conduct in their official capacity was
in the Company's best interests or if such conduct was not in their
official capacity, that the same was not opposed to the Company's best
interests, and that in criminal proceedings they had reasonable cause to
believe their conduct was lawful or that it was not unlawful. The law
provides for mandatory indemnification for directors and officers against
reasonable expenses incurred if they were wholly successful in the defense
of such proceeding. Also termination of a proceeding by judgment,
settlement or like disposition is not determinative that the director,
officer, employee or agent did not meet the standard of conduct set forth
in the Law. The indemnity provided by the Law may be enforced in court and
provision is made for advancement of expenses. The Law also permits the
Company to insure its liability on behalf of the directors, officers,
employees and agents so indemnified and the Law does not exclude any other
rights in indemnification and advancement of expenses provided in the
Company's Amended Articles of Incorporation, By-Laws or resolutions of its
board of directors or its shareholders.
Article 12, Section 9 of the Amended Articles of Incorporation of the
Company provides as follows:
"The Company may indemnify any director or officer, or former
director or officer, of the Company, or any person who may serve at
its request as a director or officer of another corporation in which
it owns shares or of which it is a creditor, against expenses actually
and reasonably incurred by him in connection with the defense of any
action, suit or proceeding, civil or criminal, in which he is made a
party by reason of being or having been such director or officer, or
against judgments, fines, penalties, court costs and attorney's fees,
or reasonable amounts paid by him in settlement in connection with any
such action, suit or proceeding, if he has acted in good faith and in
a manner he reasonably believed to be in, or not opposed to, the best
interests of the Company, or, in respect to any criminal action or
proceeding, if he had no reasonable cause to believe his conduct was
unlawful; provided that no such director or officer shall be so
indemnified in relation to matters as to which he shall be adjudged in
any such action, suit or proceeding to be liable for negligence or
misconduct in the performance of duty.
"The termination of any action, suit or proceeding by settlement,
or upon a plea of nolo contendere, or its equivalent, shall not, of
itself, create a presumption that the director or officer involved
therein did not act in good faith and in a manner which he reasonably
believed to be in, or not opposed to, the best interests of the
Company, or, in respect to any criminal action or proceeding, that he
had reasonable cause to believe his conduct was unlawful.
"Any indemnification shall be made by the Company only as
authorized in a specific case upon the determination that
indemnification of the director or officer is proper in the
circumstances because he has met the applicable standard of conduct
set forth in this section. Such determination shall be made by the
Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or
if such a quorum is not obtainable, or if a quorum of disinterested
directors so directs, by independent legal counsel in a written
opinion.
"Any such indemnification of a director or officer shall not be
deemed exclusive of any other rights to which he may be entitled as a
matter of law or under any other provision of these Amended Articles,
or any resolution, or other authorization heretofore or hereafter
adopted, after notice, by a majority vote of all the voting shares of
the Company then issued and outstanding."
The Company has insured its liability where indemnification of its
directors and officers is proper under the above provision of the Amended
Articles of Incorporation up to an aggregate of $85,000,000. This policy
also provides coverage for directors and officers in cases where the
Company does not provide indemnification.
Item 16. List of Exhibits.
The exhibits required by this item are listed on pages E-1 and E-2.
Item 17. 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 this registration statement (i) to include any prospectus
required by section 10(a)(3) of the Securities Act of 1933; (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 the 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 Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement; (2) that, for
the purpose of determining any liability under the Securities Act of 1933,
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 Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) 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
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions described
under Item 15 above, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the 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 Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 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 March 1, 1994.
INDIANAPOLIS POWER & LIGHT COMPANY
By /s/ John R. Hodowal
---------------------------------------
John R. Hodowal, Chairman of the Board
and Chief Executive Officer
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 dates indicated.
Signature Title Date
(1) Principal Executive Officer:
/s/ John R. Hodowal
------------------------- Chairman of the Board March 1, 1994
John R. Hodowal and Chief Executive
Officer
(2) Principal Financial Officer:
/s/ John R. Brehm
------------------------- Senior Vice President - March 1, 1994
John R. Brehm Finance and Information
Services
(3) Principal Accounting Officer:
/s/ Stephen J. Plunkett
------------------------- Controller March 1, 1994
Stephen J. Plunkett
(4) A majority of the Board of Directors:
*Joseph D. Barnette, Jr. Director
*Mitchell E. Daniels, Jr. Director
*Rexford C. Early Director
*Otto N. Frenzel III Director
*Max L. Gibson Director
*Edwin J. Goss Director
*Earl B. Herr, Jr. Director
*John R. Hodowal Director
*Ramon L. Humke Director March 1, 1994
*Sam H. Jones Director
*Andre B. Lacy Director
*Thomas M. Miller Director
*Sallie W. Rowland Director
*Thomas H. Sams Director
*Zane G. Todd Director
*By: /s/ Marcus E. Woods
-----------------------------------
Marcus E. Woods, Attorney-in-Fact
EXHIBIT INDEX
Exhibit 1 Copy of Underwriting Agreement Basic Provisions. A Terms
Agreement with respect to each particular offering of New
Preferred Stock registered hereunder will be filed as an
exhibit to a Current Report on Form 8-K and incorporated
therein by reference
Exhibit 3(a)* Copy of Amended Articles of Incorporation, as amended.
[Form 10-Q for quarter ended March 31, 1991]
Exhibit 3(b) Articles of Amendment designating series and stating the
preferences, limitations and relative rights of the New
Preferred Stock will be filed as an exhibit to a Current
Report on Form 8-K and incorporated therein by reference
Exhibit 4(a)* Copy of Mortgage and Deed of Trust, dated as of May 1, 1940,
between the Company and American National Bank and Trust
Company of Chicago, Trustee, as Supplemented and modified by
38 Supplemental Indentures
Exhibits D in File No. 2-4396; B-1 in File No. 2-6210; 7-C
in File No. 2-7944; 7-D in File No. 2-72944; 7-E in File No.
2-8106; 7-F in File No. 2-8749; 7-G in File No. 2-8749; 4-Q
in File No. 2-10052; 2-I in File No. 2-12488; 2-J in File
No. 2-13903; 2-K in File No. 2-22553; 2-L in File No. 2-24581;
2-M in File No. 2-26156; 4-D in File No. 2-6884; 2-D
in File No. 2-38332; Exhibit A to Form 8-K for October 1970;
Exhibit 2-F in File No. 2-47162; 2-F in File No. 2-50260;
2-G in File No. 2-50260; 2-F in File No. 2-53541; 2-E
in File No. 2-55154; 2-E in File No. 2-60819; 2-F in File
No. 2-60819; 2-G in File No. 2-60819; Exhibit A to Form 10-Q
for the quarter ended 9-30-78 in File No. 1-3132; 13-4 in
File No. 2-73213; Exhibit 4 in File No. 2-93092. Copy of
Twenty-Eighth and Twenty-Ninth Supplemental Indentures dated
as of November 1, 1983 and December 1, 1984, respectively.
(Form 10-K for the year ended 12-31-84.) Copy of Thirtieth
Supplemental Indenture dated as of September 1, 1985. (Form
10-K for the year ended 12-31-85.) Copy of Thirty-First
Supplemental Indenture dated as of October 1, 1986. (Form
10-K for the year ended 12-31-86). Copy of Thirty-Second
Supplemental Indenture dated as of June 1, 1989. (Form 10-Q
for the quarter ended 6-30-89). Copy of Thirty-Third
Supplemental Indenture dated as of August 1, 1989. (Form 10-K
for the year ended 12-31-89). Copy of Thirty-Fourth
Supplemental Indenture dated as of October 15, 1991. (Form
10-K for the year ended 12/31/91). Copy of Thirty-Fifth
Supplemental Indenture dated as of August 1, 1992. (Form 10-K
for the year ended 12/31/92). Copy of Thirty-Sixth,
Thirty-Seventh and Thirty-Eighth Supplemental Indentures
dated as of April 1, 1993, October 1, 1993 and October 1,
1993, respectively. (Form 10-Q for quarter ended 9-30-93).
Copy of Thirty-Ninth and Fortieth Supplemental Indentures.
(Form 8-K dated January 25, 1994)
Exhibit 4(b) Form of New Preferred Stock Certificate
Exhibit 5 Opinion of Marcus E. Woods, Vice President, Secretary and
General Counsel of the Company, with respect to the legality
of the securities registered hereunder
Exhibit 12 Statements re: computation of ratios
Exhibit 23(a) Consent of Deloitte & Touche
Exhibit 23(b) Consent of Marcus E. Woods, Vice President, Secretary and
General Counsel of the Company (contained in opinion of
counsel filed as Exhibit 5)
Exhibit 24 Powers of Attorney executed by directors on whose behalf
this Registration Statement was signed
___________________
* Incorporated by Reference