SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] | Preliminary Proxy Statement | [_] | CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) |
[X] | Definitive Proxy Statement |
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[_] | Definitive Additional Materials |
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[_] | Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 |
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] | No fee required. |
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[_] | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
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(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) |
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid: |
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[_] | Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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(2) Form, Schedule or Registration Statement No.: |
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(4) Date Filed: |
Notes:
1.
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To elect five
directors in Class II to hold office for terms of three years each and
until their successors are duly elected and qualified;
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2.
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To act upon one
shareholder proposal described in the attached Proxy Statement;
and
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3.
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To transact such
other business as may properly come before the meeting or any adjournment
thereof.
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IPALCO
ENTERPRISES
, INC
.
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By: BRYAN
G. TABLER
, Secretary
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ANNUAL MEETING INFORMATION | 1 | |
Date, Time and Place of Annual Meeting. | 1 | |
Solicitation of Proxies | 1 | |
Other Business | 1 | |
Shareholder Proposals for 2001 Annual Meeting | 2 | |
RELATIONSHIP WITH AUDITOR | 2 | |
VOTING SECURITIES AND BENEFICIAL OWNERS | 2 | |
Beneficial Owners of 5% or More of Common Stock | 2 | |
Common Stock Ownership of Directors, Nominees and Executive Officers | 3 | |
Section 16(a) Beneficial Ownership Reporting Compliance | 3 | |
PROPOSAL 1ELECTION OF FIVE DIRECTORS | 4 | |
Nominees For Directors To Be Elected At The 2000 Annual Meeting | 4 | |
CLASS II | 4 | |
Current Directors Whose Terms Expire in 2001 (Class III) and 2002 (Class I) | 5 | |
CLASS III | 5 | |
CLASS I | 5 | |
INFORMATION REGARDING THE BOARD OF DIRECTORS | 6 | |
Procedure To Propose Nominees For Director | 6 | |
Number Of Board Meetings and Attendance | 6 | |
Standing Committees of the Board | 7 | |
Compensation Committee Interlocks and Insider Participation | 8 | |
Compensation of Directors | 8 | |
Certain Business Relationships | 8 | |
PROPOSAL 2SHAREHOLDER PROPOSAL | 9 | |
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION | 9 | |
Compensation Policies Relating Generally to Executive Officers | 9 | |
Base Salary | 9 | |
Annual Incentive Plan | 10 | |
Long-Term Performance and Restricted Stock Incentive Plan | 10 | |
Stock Options | 11 | |
Basis for Chief Executive Officers Compensation | 11 | |
Deductibility of Executive Compensation | 12 | |
COMPENSATION OF EXECUTIVE OFFICERS | 13 | |
Nature and Types of Compensation | 13 | |
Summary CompensationTable I | 13 | |
OptionSAR Grants in Last Fiscal Year Table II | 15 | |
Option/SAR Exercises in Last Fiscal Year Table III | 16 | |
Performance GraphTable IV | 17 | |
Performance Graph | 18 | |
Pension Plans | 18 | |
Pension Plan TableTable V | 18 | |
Employment Contracts and Termination of Employment and Change-in-Control Arrangements. | 19 |
Title of Class | Name and Address
of
Beneficial Owner |
Amount and Nature
of Beneficial Ownership |
Percent
of Class |
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---|---|---|---|---|---|---|---|---|
Common Stock | Employees
Thrift Plan of Indianapolis Power & Light
Company c/o Merrill Lynch Trust Company of America, Trustee 265 Davidson Avenue, 4th Floor Somerset, NJ 08873 |
9,261,179 shares (1) | 10.80 | % | ||||
Common Stock | FMR Corp.
82 Devonshire Street Boston, MA 02109 |
5,897,040 shares (2) | 6.88 | % |
(1)
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Trustee under a
continuing agreement, has discretion to vote shares as to which no voting
instructions are received.
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(2)
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Information based
on Schedule 13G filed by FMR Corp. FMR Corp. has the sole power to dispose
or to direct the disposition of these shares, and the sole power to vote
1,247,400 of these shares.
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Directors,
Nominees
And Executive Officers |
Shares
Beneficially Owned |
Shares held
in Thrift Plan |
Options
Exercisable Within 60 Days |
Shares Held
By or With Spouse, Children or Parents, In Trust or By Corporation |
Total | % of Shares
Outstanding (1) |
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---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Joseph D. Barnette, Jr. | 10,500 | 30,000 | 9,500 | 50,000 | ||||||||||
Robert A. Borns | 21,760 | 30,000 | 49,599 | 101,359 | ||||||||||
John R. Brehm | 39,466 | 30,942 | 70,408 | |||||||||||
Daniel R. Coats | 435 | 435 | ||||||||||||
Mitchell E. Daniels, Jr. | 54,000 | 1,000 | 55,000 | |||||||||||
Rexford C. Early | 12,097 | 30,000 | 2,000 | 44,097 | ||||||||||
Otto N. Frenzel III | 1,800 | 54,000 | 24,600 | 80,400 | ||||||||||
Max L. Gibson | 10,200 | 30,000 | 40,200 | |||||||||||
Joseph A. Gustin | 10,500 | 3,664 | 90,000 | 2,285 | 106,449 | |||||||||
John R. Hodowal | 166,618 | 66,497 | 115,000 | 348,115 | ||||||||||
Ramon L. Humke | 214,774 | 19,504 | 382,254 | 616,532 | ||||||||||
Andre B. Lacy (2) | 36,214 | 54,000 | 90,214 | |||||||||||
L. Ben Lytle | 2,817 | 42,000 | 44,817 | |||||||||||
Michael S. Maurer | 1,044 | 36,000 | 37,044 | |||||||||||
Andrew J. Paine, Jr. | 340 | 12,000 | 340 | 12,680 | ||||||||||
Sallie W. Rowland | 2,361 | 54,000 | 315 | 56,676 | ||||||||||
Thomas H. Sams (3) | 1,224 | 36,000 | 10,500 | 47,724 | ||||||||||
Bryan G. Tabler | 49,872 | 4,382 | 70,000 | 813 | 125,067 | |||||||||
Other Executive Officers | 93,202 | 133,183 | 548,000 | 3,637 | 778,022 | |||||||||
All 27 Directors and Officers | 674,789 | 258,172 | 1,667,254 | 105,024 | 2,705,239 | 3.16 | % |
(1)
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Percentages less
than 1% of total common stock outstanding are not indicated.
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(2)
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Includes 24,000
shares owned by LDI, Ltd. of which Mr. Lacy is a partner, and 1,200 shares
representing his vested interest in a self-employment retirement plan,
totaling 25,200 shares, 18,000 shares of which he disclaims beneficial
ownership.
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(3)
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Mr. Sams disclaims
beneficial ownership of 4,500 shares of the total shares shown opposite
his name.
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Board Member | Board | Audit | Compensation | Executive | Strategies | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Joseph D. Barnette, Jr. | 3 | 3 | * | |||||||||||||
Robert A. Borns | 3 | 3 | 3 | |||||||||||||
Daniel R. Coats | 3 | 3 | ||||||||||||||
Mitchell E. Daniels, Jr. | 3 | 3 | ||||||||||||||
Rexford C. Early | 3 | 3 | ||||||||||||||
Otto N. Frenzel III | 3 | 3 | * | 3 | ||||||||||||
Max L. Gibson | 3 | 3 | 3 | |||||||||||||
John R. Hodowal | 3 | * | 3 | * | ||||||||||||
Ramon L. Humke | 3 | 3 | ||||||||||||||
Andre B. Lacy | 3 | 3 | 3 | |||||||||||||
L. Ben Lytle | 3 | 3 | ||||||||||||||
Michael S. Maurer | 3 | 3 | 3 | |||||||||||||
Andrew J. Paine, Jr. | 3 | 3 | ||||||||||||||
Sallie W. Rowland | 3 | 3 | * | |||||||||||||
Thomas H. Sams | 3 | 3 | 3 | |||||||||||||
Meetings held in 1999 | 7 | 3 | 4 | 7 | 3 |
*Chairperson
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Audit: | Examines and
inquires into the effectiveness of auditing, accounting, financial
reporting and
internal control functions. Recommends the appointment of the auditor, reviews the scope of the audit, reviews the auditors report and makes appropriate recommendations to the Board after such review. All members are non-employee directors. |
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Compensation: | Monitors management
compensation and benefit programs, obtains advice of independent
consultants, and makes specific recommendations on compensation of Executive Officers of IPALCO and its subsidiaries. Administers IPALCOs bonus, stock option, restricted stock and pension plans and makes specific recommendations regarding awards under those plans. All members are non-employee directors. |
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Executive: | May act on behalf
of the Board when the full Board is not is session. Performs the functions
of a
nominating committee. It reviews the qualifications of candidates to stand for election to the Board of Directors and makes specific recommendations with respect thereto. In addition, the Executive Committee considers and recommends the declaration of dividends. |
Strategies: | Considers and makes
recommendations with respect to issues and processes involving dynamic
planning, matters affecting the allocation of corporate resources among regulated and non- regulated subsidiaries, and other components of overall corporate strategy. |
Annual Retainer Fees: | ||
Board of Directors | $10,000 | |
Executive Committee | 15,000 | |
AuditCompensation Strategies Committees | 4,000 | |
Meeting Fees: | ||
Board of Directors | $ 1,000 | |
Executive Committee | 0 | |
AuditCompensation Strategies Committees | 1,000 |
The Compensation
Committee of the
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Board of
Directors of IPALCO Enterprises, Inc.
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Otto N. Frenzel
III, Chairman
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Robert A.
Borns
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Rexford C.
Early
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Max L.
Gibson
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Thomas H.
Sams
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Long-Term
Compensation |
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Name and
Principal Position |
Annual
Compensation |
Awards |
Awards |
Payouts |
All Other
Compen- sation(6) ($) |
|||||||||||
Year |
Salary
($) (1) |
Bonus
($) |
Other
Annual Compen- sation(2) ($) |
Restricted
Stock Awards(3) ($) |
Securities
Underlying Options/ SARs(4) (#) |
LTIP
Payouts (5) ($) |
||||||||||
John R. Hodowal | 1997 | $532,958 | $468,125 | $ 70,087 | - 0 - | 500,000 | $127,550 | $5,831 | ||||||||
Chairman & President; | 1998 | 637,897 | 677,250 | 1,693,360 | $1,586,497 | - 0 - | 757,607 | 6,400 | ||||||||
Chairman & CEO of IPL | 1999 | 698,972 | 715,617 | 1,736,412 | - 0 - | 115,000 | 997,670 | 6,400 | ||||||||
Ramon L. Humke | 1997 | $450,778 | $395,937 | $ 236,242 | - 0 - | 250,000 | $106,147 | $5,831 | ||||||||
Vice Chairman; | 1998 | 480,990 | 508,375 | 841,754 | $1,348,452 | - 0 - | 635,481 | 6,400 | ||||||||
President & COO of IPL | 1999 | 499,269 | 513,617 | 259,104 | - 0 - | - 0 - | 836,846 | 6,400 | ||||||||
John R. Brehm | 1997 | $240,781 | $ 84,595 | $ 7,512 | - 0 - | 150,000 | $ 39,858 | $5,630 | ||||||||
Vice President & Treasurer; | 1998 | 277,859 | 147,297 | 36,288 | $ 518,399 | - 0 - | 199,492 | 6,757 | ||||||||
SVP, Finance of IPL | 1999 | 299,561 | 153,563 | 56,951 | - 0 - | - 0 - | 262,704 | 6,397 | ||||||||
Bryan G. Tabler | 1997 | $225,742 | $ 79,310 | $ 20,053 | - 0 - | 90,000 | $ 21,197 | $5,081 | ||||||||
Vice President, Secretary & | 1998 | 234,268 | 82,437 | 58,294 | $ 346,525 | - 0 - | 183,733 | 5,714 | ||||||||
General Counsel;
SVP,
Secretary and General Counsel of IPL |
1999 | 239,656 | 82,287 | 22,604 | - 0 - | - 0 - | 241,953 | 6,397 | ||||||||
Joseph A. Gustin | 1997 | $209,206 | $ 42,000 | $ 11,390 | - 0 - | 90,000 | $ 33,768 | - 0 - | ||||||||
Vice President, | 1998 | 209,206 | 55,125 | 4,576 | $ 216,234 | - 0 - | - 0 - | - 0 - | ||||||||
Information Services of IPL | 1999 | 209,696 | 70,301 | 25,166 | - 0 - | - 0 - | - 0 - | - 0 - |
(1)
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The named executive
officers did not receive a salary increase from 1998 to 1999. Salary
increases, if applicable take effect in May. The 1998 figures reflect 4
months pay at the 1997 base salary rates and 8 months pay at
the 1998 base salary rates while 1999 figures reflect 12 months pay
at the 1998 base salary rates.
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(2)
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Represents taxes
paid by IPALCO and/or IPL on accrued interest and contributions of
principal under the Funded Supplemental Retirement Plan (See Pension
Plans). Includes $17,783, $38,751 and $14,683 earned in above market
interest on deferred compensation for Mr. Humke in 1997, 1998, and 1999,
respectively. Includes $6,754 earned in above market interest on deferred
compensation for Mr. Hodowal in 1999.
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(3)
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Restricted common
stock awards pursuant to the IPALCO Enterprises, Inc. Long-Term
Performance and Restricted Stock Incentive Plan (the Restricted
Stock Plan) are valued at the closing market price as of the date of
the award. Dividends on the restricted common stock are payable to the
named officers. Amounts shown for 1998 represent shares awarded in
January, 1998 under the 1995-1997 performance period (Cycle 1) as a result
of IPALCOs performance during that period and to reflect actual
salary during that period, and shares awarded in January, 1998 for the
1998-2000 performance period (Cycle 2) as follows:
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Cycle
1 |
Cycle
2 |
||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
John R. Hodowal | 11,566 shares | $ 484,731 | 26,750 shares | $1,101,766 | |||||||||||||
Ramon L. Humke | 9,940 shares | $ 416,585 | 22,625 shares | $ 931,867 | |||||||||||||
John R. Brehm | 2,868 shares | $ 120,198 | 9,668 shares | $ 398,201 | |||||||||||||
Bryan G. Tabler | 2,701 shares | $ 113,198 | 5,665 shares | $ 233,327 | |||||||||||||
Joseph A. Gustin | 0 shares | 0 | 5,250 shares | $ 216,234 | |||||||||||||
The total shares awarded under Cycle 1 vest in one-third increments in the years 1998, 1999 and 2000 and are paid out in cash or stock, at the election of the named officer. Under the terms of the Restricted Stock Plan, no additional shares will be awarded to the named officers before 2001. Upon completion of the performance period for Cycle 2, the total shares to be awarded will be 0-400% of the award listed. This total will vest in one-third increments in the years 2001, 2002, and 2003 and is paid out in cash or stock, at the election of the named officer. | |||||||||||||||||
Restricted common stock holdings and the values thereof based on the closing price of the common stock at year end of $17.0625 are as follows: | |||||||||||||||||
John R. Hodowal | 89,656 shares | $1,529,756 | |||||||||||||||
Ramon L. Humke | 75,574 shares | $1,289,481 | |||||||||||||||
John R. Brehm | 28,856 shares | $ 492,356 | |||||||||||||||
Bryan G. Tabler | 20,098 shares | $ 342,922 | |||||||||||||||
Joseph A. Gustin | 10,500 shares | $ 179,156 |
(4)
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No options have
stock appreciation rights. The 1997 stock option award figures have been
adjusted to reflect the 2-for-1 common stock split issued in March,
1999.
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(5)
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Payouts shown for
1997 were made pursuant to the 1990 Long-Term Incentive Plan (the
LTIP Plan). The LTIP Plan was replaced by the Restricted
Stock Plan and no additional payments will be made under the LTIP Plan.
Payouts shown for 1998 and 1999 were made pursuant to the Restricted
Stock Plan.
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(6)
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Represents
contributions made by IPL to the Trustee of the Employees Thrift
Plan.
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Individual
Grants |
Potential
Realizable
Value at Assumed Annual Rates of Stock Price Appreciation For Option Term |
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Name | Number of
Securities Underlying Options/SARs Granted (#)(1) |
% of Total
Options/SARs Granted to Employees In Fiscal Year |
Exercise
or Base Price(2) ($/Sh) |
Expiration
Date |
5%($)(3) | 10%($)(3) | ||||||||
John R. Hodowal | 115,000 | 100 | % | $16.63 | 12/30/09 | $1,202,729 | $3,047,952 |
(1)
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All options are
exercisable immediately. None of the stock options contain stock
appreciation rights.
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(2)
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Equal to market
price on grant date.
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(3)
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These values are
not a prediction of what IPALCO believes the market value of its common
stock will be in the next 10 years. IPALCO does not know and cannot
determine whether its common stock will increase (or decrease) in value
over that period. The values shown in these columns are merely assumed
values required by, and calculated in accordance with, Securities and
Exchange Commission Rules.
|
Name | Shares
Acquired On Exercise (#) |
Value
Realized ($) |
Number of
Securities Underlying Unexercised Options/SARs at FY-End(#) |
Value of
Unexercised In-the-Money Option/SARs FY-End($)* |
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---|---|---|---|---|---|---|---|---|---|---|
Exercisable/
Unexercisable |
Exercisable/
Unexercisable |
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John R. Hodowal | -0- | -0- | 115,000 | (e) | $ 49,738 | |||||
-0- | (u) | -0- | ||||||||
Ramon L. Humke | -0- | -0- | 382,254 | (e) | $943,300 | |||||
-0- | (u) | -0- | ||||||||
John R. Brehm | 120,000 | $1,089,750 | -0- | (e) | -0- | |||||
-0- | (u) | -0- | ||||||||
Bryan G. Tabler | -0- | -0- | 70,000 | (e) | $ 96,075 | |||||
-0- | (u) | -0- | ||||||||
Joseph A. Gustin | 8,104 | $ 123,502 | 90,000 | (e) | $123,525 | |||||
-0- | (u) | -0- |
(e)
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Exercisable.
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(u)
|
Unexercisable.
|
1994 | 1995 | 1996 | 1997 | 1998 | 1999 | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
IPALCO | 100 | 135.28 | 153.28 | 242.92 | 328.61 | 208.49 | |||||||
S&P 500 | 100 | 137.58 | 169.17 | 225.60 | 290.08 | 351.12 | |||||||
S&P 500 ELEC COMPANIES | 100 | 131.09 | 130.88 | 165.23 | 190.80 | 153.84 |
Remuneration | Years of Service | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
15 | 20 | 25 | 30 | 35 | |||||||
$125,000 | $ 75,000 | $ 75,000 | $ 75,000 | $ 75,000 | $ 75,000 | ||||||
150,000 | 90,000 | 90,000 | 90,000 | 90,000 | 90,000 | ||||||
175,000 | 105,000 | 105,000 | 105,000 | 105,000 | 105,000 | ||||||
200,000 | 120,000 | 120,000 | 120,000 | 120,000 | 120,000 | ||||||
225,000 | 135,000 | 135,000 | 135,000 | 135,000 | 135,000 | ||||||
250,000 | 150,000 | 150,000 | 150,000 | 150,000 | 150,000 | ||||||
300,000 | 180,000 | 180,000 | 180,000 | 180,000 | 180,000 | ||||||
400,000 | 240,000 | 240,000 | 240,000 | 240,000 | 240,000 | ||||||
450,000 | 270,000 | 270,000 | 270,000 | 270,000 | 270,000 | ||||||
500,000 | 300,000 | 300,000 | 300,000 | 300,000 | 300,000 | ||||||
600,000 | 360,000 | 360,000 | 360,000 | 360,000 | 360,000 | ||||||
700,000 | 420,000 | 420,000 | 420,000 | 420,000 | 420,000 |
(1)
|
This table takes
into account the latest Internal Revenue Code Section 415 benefit
limitations and Internal Revenue Code Section 401(a)(17) compensation
limitation applicable to the Base Retirement Plan. Benefits for both
the Base Retirement Plan portion and Funded Supplemental Retirement
Plan portion of the combined amounts have been shown without adjustment
for income taxes.
|
IPALCO
Enterprises, Inc.
|
By: Bryan G.
Tabler, Secretary
|
IPALCO ENTERPRISES, INC.
Instructions To Thrift Plan Trustee For Annual Meeting Of Shareholders -- April 19, 2000 TO THE EMPLOYEE PENSION COMMITTEE: I understand that in accordance with Section 305.90 of the Thrift Plan, I may instruct the voting of the number of shares shown on this form. Will you please direct the Trustee to execute a proxy empowering the persons appointed therein to vote as follows: The Board of Directors recommends a
vote FOR proposal No. 1.
1. Election of Five Nominees For Director,
namely: Joseph D. Barnette, Jr., Max L.
Gibson, Ramon L. Humke,
Vote For All Nominees
(Please write names(s) of Nominee(s)
from whom vote is withheld)
|
||||
Please complete
2000 Instruction Card at right. Then date, sign, detach it from this form at perforations, fold it, and return immediately in accompanying interoffice envelope. |
(DETACH
HERE) |
The Board of Directors recommends a vote AGAINST proposal No. 2. 2. Shareholder proposal regarding Executive Compensation. For Against Abstain (FOLD HERE - DO NOT TEAR)
The Trustee will execute the proxy as above directed, or, if no choice is indicated, the proxy will be voted by the Trustee in its discretion. This instruction Card confers discretionary authority to vote on currently unknown matters properly presented to the meeting. Receipt of the Notice of Annual Meeting and Proxy Statement dated March 20, 2000, and the 1999 Annual Report is hereby acknowledged. |
||
Your signature must be exactly
as your name appears below. |
} |
Dated , 2000. __________________________
(SIGNATURE)
|
.
Please complete
2000 Proxy at right. Then date, sign, detach it from this form at perforations, fold it, and return immediately in accompanying postage guaranteed envelope. |
(DETACH
HERE) |
IPALCO ENTERPRISES, INC.
This Proxy/Instruction Card is Solicited on Behalf of the
Board of Directors
The undersigned hereby appoints John R. Hodowal and Bryan G. Tabler as Proxies, each with the power of substitution, and authorizes them to represent and vote and/or, in the case of shares held in IPALCO PowerInvest, the dividend reinvestment and direct stock purchase plan, instructs the agent for such Plan to execute a proxy empowering the above-named persons to vote, as designated below, all the shares of IPALCO Enterprises, Inc. common stock held of record by the undersigned and/or credited to the undersigned's account in such Plan on March 1, 2000, at the annual meeting of the shareholders to be held April 19, 2000, or at any adjournment thereof, with respect to the matter(s) set forth below. The Board of Directors recommends a vote FOR proposal No. 1. 1. Election of Five Nominees For Director,
namely: Joseph D. Barnette, Jr., Max L. Gibson,
Vote For
All Nominees
_________________________________________________________
_______________
The Board of Directors recommends a vote AGAINST proposal No. 2. 2. Shareholder proposal regarding Executive Compensation. For Against Abstain (FOLD HERE - DO NOT TEAR)
|
||
Account ID: ADDRESS CHANGE
STREET APT. NO. / P.O. BOX CITY STATE ZIP CODE SIGNATURE |
This Proxy/instruction Card when properly executed will be voted in the manner directed by the undersigned shareholder. If not otherwise indicated,this Proxy/instruction Card will be voted FOR all nominees for Director, AGAINST the shareholder proposal described in the Proxy Statement, and confers discretionary authority to vote on currently unknown matters properly presented to the meeting. This Proxy/instruction Card shall be voted on those matters properly presented in accordance with the best judgment of the named Proxies. Receipt of the Notice of Annual Meeting and Proxy Statement dated March 20, 2000, and the 1999 Annual Report is hereby acknowledged.
|
|||
Your signature must be exactly as your name
|
}
|
Dated , 2000. ___________________________
___________________________
(SIGNATURE IF HELD JOINTLY) |