EXHIBIT 3.1
ARTICLES OF AMENDMENT OF THE SUE ANNE GILROY
ARTICLES OF INCORPORATION SECRETARY OF STATE
State Form 38333 (R7 / 4-95) CORPORATIONS DIVISION
Approved by State Board of Accounts 1995 302 W. Washington St., Rm. E018
INSTRUCTIONS: Use 8-1/2 x 11 inch white Indianapolis, IN 46204
paper for inserts. Telephone: (317) 232-6576
Present original and one
copy to address in upper
right corner of this form. Indiana Code 23-1-38-1 et seq.
Please TYPE or PRINT Filing Fee: $30.00
APPROVED
AND
FILED
IND SECRETARY OF STATE
ARTICLES OF AMENDMENT OF THE
AMENDED ARTICLES OF INCORPORATION OF:
Name of Corporation
Indianapolis Power & Light Company
The undersigned officers of:
Indianapolis Power & Light Company
(hereinafter referred to as the "Corporation") existing pursuant to the
provisions of: (indicate appropriate act)
x Indiana Business Corporation Law __ Indiana Professional Corporation
Act of 1983
as amended (hereinafter referred to as the "Act"), desiring to give notice
of corporate action effectuating amendment of certain provisions of its
Amended Articles of Incorporation, certify the following facts:
ARTICLE I Amendment(s)
SECTION 1 The date of incorporation of the Corporation is:
October 27, 1926
SECTION 2 The name of the Corporation following this amendment to the
Articles ofIncorporation is:
Indianapolis Power & Light Company
SECTION 3
The exact text to Article 6A, Section 5 of the Amended Articles of
Incorporation is now as follows:
See attached Exhibit "A".
SECTION 4 Date of each amendment's adoption:
November 25, 1997
ARTICLE II Manner of Adoption and Vote
Strike inapplicable section:
X SECTION 1 This amendment was adopted by the Board of Directors or
incorporators and shareholder action was not required.
___ SECTION 2 The shareholders of the Corporation entitled to vote in
respect to the amendment adopted the proposed amendment.
The amendment was adopted by:
A. Vote of such shareholders during a meeting called by the Board of
Directors. The result of such vote is as follows:
_____ Shares entitled to vote.
_____ Number of shares represented at the meeting.
_____ Shares voted in favor.
_____ Shares voted against.
B. Written consent executed on ___________________, 19___ and signed
by all such shareholders.
ARTICLE III Compliance with Legal Requirements
The manner of the adoption of the Articles of Amendment and the vote by
which they were adopted constitute full legal compliance with the provisions
of the Act, the Articles of Incorporation, and the By-Laws of the Corporation.
I hereby verify subject to the penalties of perjury, that the statements
contained herein are true, this 8th day of January, 1998.
Signature of current officer Printed name of officer
/s/ Bryan G. Tabler
Bryan G. Tabler
Officer's Title
Senior Vice President, Secretary and General Counsel
EXHIBIT "A"
ARTICLES OF
AMENDMENT
INDIANAPOLIS POWER &
LIGHT COMPANY
Section 5. (a) The Company hereby
classifies 500,000 shares of its Cumulative
Preferred Stock as a series of such
Cumulative Preferred Stock, which shall be
designated as `5.65% Cumulative Preferred
Stock' consisting of 500,000 shares of the
par value of $100.00 per share.
(b) The relative rights, preferences,
limitations and restrictions of the shares of
such 5.65% Cumulative Preferred Stock, in the
respect in which the shares of such series
may vary from shares of other series of the
Cumulative Preferred Stock, shall be, and
hereby are, fixed and determined to be as
follows:
(i) The annual dividend rate for such
series shall be 5.65%, and the date from
which dividends thereon shall accrue shall be
the date of original issuance thereof.
If, prior to 18 months after the date of the
original issuance of the 5.65% Cumulative
Preferred Stock, one or more amendments to
the Internal Revenue Code of 1986, as amended
(the "Code"), are enacted that reduce the
percentage of the dividends-received
deduction (currently 70%) as specified in
section 243(a)(1) of the Code or any
successor provision (the "Dividends-Received
Percentage"), certain adjustments may be made
in respect of the dividends payable by the
Company, and Post Declaration Date Dividends
and Retroactive Dividends (as such terms are
defined below) may become payable, as
described below.
The amount of each dividend payable (if
declared) per share of 5.65% Cumulative
Preferred Stock for dividend payments made on
or after the effective date of such change in
the Code will be adjusted by multiplying the
amount of the dividend payable described
above (before adjustment) by a factor, which
will be the number determined in accordance
with the following formula (the "DRD
Formula"), and rounding the result to the
nearest cent (with one-half cent rounded up):
1- .35(1- .70)
--------------
1- .35(1- DRP)
For the purposes of the DRD Formula,
"DRP" means the Dividends-Received Percentage
(expressed as a decimal) applicable to the
dividend in question; provided, however, that
if the Dividends-Received Percentage
applicable to the dividend in question shall
be less than 50%, then the DRP shall equal
.50. No amendment to the Code, other than a
change in the percentage of the dividends-
received deduction set forth in section
243(a)(1) of the Code or any successor
provision thereto, will give rise to an
adjustment. Notwithstanding the foregoing
provisions, if, with respect to any such
amendment, the Company receives either an
unqualified opinion of nationally recognized
independent tax counsel selected by the
Company or a private letter ruling or similar
form of authorization from the Internal
Revenue Service ("IRS") to the effect that
such amendment does not apply to a dividend
payable on the 5.65% Cumulative Preferred
Stock, then such amendment will not result in
the adjustment provided for pursuant to the
DRD Formula with respect to such dividend.
The opinion referenced in the previous
sentence shall be based upon the legislation
amending or establishing the DRP or upon a
published pronouncement of the IRS addressing
such legislation. The Company's calculation
of the dividends payable, as so adjusted and
as certified accurate as to calculation and
reasonable as to method by the independent
certified public accountants then regularly
engaged by the Company, shall be final and
not subject to review absent manifest error.
Notwithstanding the foregoing, if any
such amendment to the Code is enacted after
the dividend payable on a dividend payment
date has been declared but before the
dividend has been paid, the amount of the
dividend payable on such dividend payment
date will not be increased; instead,
additional dividends (the "Post Declaration
Date Dividends") equal to the excess, if any,
of (x) the product of the dividend paid by
the Company on such dividend payment date and
the DRD Formula (where the DRP used in the
DRD Formula would be equal to the greater of
the Dividend-Received Percentage applicable
to the dividend in question and .50) over (y)
the dividend paid by the Company on such
dividend payment date, will be payable (if
declared) to the holders of 5.65% Cumulative
Preferred Stock on the record date applicable
to the next succeeding dividend payment date
or, if the 5.65% Cumulative Preferred Stock
is called for redemption prior to such record
date, to holders of 5.65% Cumulative
Preferred Stock on the applicable redemption
date, as the case may be, in addition to any
other amounts payable on such date.
If any such amendment to the Code is
enacted and the reduction in the Dividends-
Received Percentage retroactively applies to
a dividend payment date as to which the
Company previously paid dividends on the
5.65% Cumulative Preferred Stock (each, an
"Affected Dividend Payment Date"), the
Company will pay (if declared) additional
dividends (the "Retroactive Dividends") to
holders of 5.65% Cumulative Preferred Stock
on the record date applicable to the next
succeeding dividend payment date (or, if such
amendment is enacted after the dividend
payable on such dividend payment date has
been declared, to holders of 5.65% Cumulative
Preferred Stock on the record date following
the date of enactment) or, if the 5.65%
Cumulative Preferred Stock is called for
redemption prior to such record date, to
holders of 5.65% Cumulative Preferred Stock
on the applicable redemption date, as the
case may be, in an amount equal to the excess
of (x) the product of the dividend paid by
the Company on each Affected Dividend Payment
Date and the DRD Formula (where the DRP used
in the DRD Formula would be equal to the
greater of the Dividends-Received Percentage
and .50 applied to each Affected Dividend
Payment Date) over (y) the sum of the
dividend paid by the Company on each Affected
Dividend Payment Date. The Company will only
make one payment of Retroactive Dividends for
any such amendment. Notwithstanding the
foregoing provisions, if, with respect to any
such amendment, the Company receives either
an unqualified opinion of nationally
recognized independent tax counsel selected
by the Company or a private letter ruling or
similar form of authorization from the IRS to
the effect that such amendment does not apply
to a dividend payable on an Affected Dividend
Payment Date for the 5.65% Cumulative
Preferred Stock, then such amendment will not
result in the payment of Retroactive
Dividends with respect to such Affected
Dividend Payment Date. The opinion
referenced in the previous sentence shall be
based upon the legislation amending or
establishing the DRP or upon a published
pronouncement of the IRS addressing such
legislation.
Notwithstanding the foregoing, no
adjustment in the dividends payable by the
Company shall be made, and no Post
Declaration Date Dividends or Retroactive
Dividends shall be payable by the Company, in
respect of the enactment of any amendment to
the Code 18 months or more after the date of
original issuance of the 5.65% Cumulative
Preferred Stock that reduces the Dividends-
Received Percentage.
In the event that the amount of
dividends payable per share of the 5.65%
Cumulative Preferred Stock is adjusted
pursuant to the DRD Formula and/or Post
Declaration Date Dividends or Retroactive
Dividends are to be paid, the Company will
give notice of each such adjustment and, if
applicable, any Post Declaration Date
Dividends and Retroactive Dividends to the
holders of 5.65% Cumulative Preferred Stock;
(ii) The 5.65% Cumulative Preferred
Stock shall be redeemable at a price of
$100.00 per share on or after January 1,
2008, together with an amount equal to all
dividends accumulated and unpaid to the date
fixed for redemption;
(iii) The amount payable to the holders
of the 5.65% Cumulative Preferred Stock upon
the voluntary liquidation, dissolution or
winding up of the Company shall be the
redemption price per share in effect at the
time of such voluntary liquidation,
dissolution or winding up, and upon the
involuntary liquidation, dissolution or
winding up of the Company shall be $100.00
per share, together with a sum, in each case,
equal to all dividends accumulated and unpaid
to the date fixed for the payment of such
distributive amounts;
(iv) There shall be no sinking fund or
preemptive rights for the purchase or
redemption of the shares of such series;
(v) There shall be no right of
conversion of the shares of such series into
shares of Common Stock or other junior stock
of the Company;
(vi) The maximum number of shares of
such series issuable shall be 500,000.