SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: March 23, 2000
Date of Event (or earliest event) being reported: March 23, 2000
IPALCO ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Indiana 1-8644 35-1575582
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One Monument Circle, Indianapolis, Indiana 46204
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (317) 261-8261
Item 5. Other Event
As disclosed in the press release, IPALCO Enterprises,
Inc announced an agreement for the sale of certain assets
(the "Assets") to Citizens Gas & Coke Utility. The
Assets include the Perry K Steam Plant and downtown steam
distribution system (Steam) operated by Indianapolis
Power & Light Company; the central city chilled water
cooling and distribution system owned by Mid-America
Energy Resources, Inc. (MAER), and the chilled water
cooling system owned by Indianapolis Campus Energy, Inc.
(ICE).
The anticipated selling price of the Assets is $161.7
million. Cash taxes on the transaction are estimated to
be $23.0 million. The net book value of the Assets is
approximately $140.0 million. The 1999 EBITDA (earnings
before interest, taxes, depreciation and amortization)
and net income of these entities (Steam, MAER, ICE) were
$18.7 million and $3.0 million, respectively.
Approximately $90 million of the net proceeds will be
used to retire debt specifically assignable to the
Assets.
The sale is subject to certain government approvals and
the satisfaction of certain conditions precedent in the
agreement.
For Immediate Release Laura Musall, Citizens Gas, 317-927-4718
March 23, 2000 Marni Lemons, IPALCO, 317-261-8219
Tracy J. Venable, IPALCO, 317-261-8259
Citizens Gas Plans to Purchase IPALCO's Steam, Chilled
Water Systems
INDIANAPOLIS - Officials at Citizens Gas & Coke Utility
and IPALCO Enterprises, Inc. (NYSE:IPL) have signed an
agreement for Citizens to purchase the thermal energy
systems owned by three IPALCO subsidiaries. The proposed
purchases by Citizens include the Perry K Steam Plant and
downtown steam distribution system, operated by
Indianapolis Power & Light Company; the central city
chilled water cooling and distribution system owned by
Mid-America Energy Resources, Inc. and the chilled water
cooling services provided to Eli Lilly & Company by
Indianapolis Campus Energy.
"Citizens Gas is excited about retaining local ownership
of these valuable community assets," said David N.
Griffiths, President and CEO. "Since we have considerable
experience in related energy supply and distribution
services, steam and chilled water customers will continue
to receive quality service and competitive prices under
our ownership."
(More)
These assets will allow Citizens to offer a broader range
of services. The steam and chilled water operations
complement other Citizens Gas operations. The steam
distribution operation already uses substantial volumes
of manufactured gas produced at Citizens' Prospect Street
plant.
The sale of these systems will allow IPALCO and
Indianapolis Power & Light Company to focus on IPL's
primary business of delivering reliable and competitively
priced electricity to more than 430,000 central Indiana
customers.
"IPALCO is extremely proud of IPL's steam system and of
the thermal energy system developed under the Mid-America
banner," said John R. Hodowal, IPALCO Chairman. "As
IPALCO enters a new era of heightened electric
competition, we believe that the sale of these steam and
chilled water operations is the correct step to take. And
we are confident that these businesses will continue to
operate very professionally under Citizens' ownership."
The acquisition will not adversely affect rates for
customers of either the steam or chilled water services
or Citizens Gas' 258,000 existing customers.
There will be no layoffs at the IPL or Mid-America
facilities as a result of the change in ownership. IPL
steam employees will continue to be employed by IPL and
eventually transferred to other IPL facilities. Or, they
may voluntarily accept employment which may be offered by
Citizens. The employees of Mid-America Energy Resources
will become employees of Citizens at the close of the
transaction.
Citizens will acquire the properties for $162 million.
The City-County Council must approve the transaction
through an ordinance signed by the Mayor. The Indiana
Utility Regulatory Commission will be asked to approve
IPL's sale of the district steam system.
Citizens Gas & Coke Utility is a Public Charitable Trust
that provides safe, reliable and low-cost natural gas to
258,000 industrial, commercial and residential customers
in Marion County.
IPALCO Enterprises, Inc. is a multi-state energy company
providing a variety of energy products and services. Its
primary subsidiary, Indianapolis Power & Light Company,
provides retail electric service to approximately 430,000
commercial, residential and industrial customers in
Indianapolis and portions of other central Indiana
counties.
News releases and other information about Citizens Gas
and IPALCO can be found on the World Wide Web at
www.citizensgas.com and www.ipalco.com.
# # #
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned
hereunto duly authorized.
Dated: March 23, 2000
IPALCO ENTERPRISES, INC.
By /s/ John R. Brehm
Name: John R. Brehm
Title: Vice President and Treasurer