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IPALCO SAYS ITS NOMINEES WILL NOT BE ELECTED TO PSI BOARD; CHAIRMAN WILL RECOMMEND TO BOARD THAT IT TERMINATE OFFER, CONSIDER ALL OPTIONS

 INDIANAPOLIS, Aug. 23 /PRNewswire/ -- IPALCO Enterprises (NYSE: IPL) confirmed that preliminary indications from proxies voted at today's annual meeting of PSI Resources (NYSE: PIN) shareholders show that IPALCO's slate of nominees to PSI's board of directors will not be elected.
 Addressing the PSI annual meeting of shareholders, John R. Hodowal, chairman and chief executive officer of IPALCO, said: "Over the past 5 and 1/2 months we have traveled from coast to coast many times to visit with PSI shareholders and talk with them about IPALCO's competing and, we believe, superior offer. I can assure you that there is a high level of genuine belief among PSI shareholders that IPALCO rather than CG&E would make a better merger partner. Indeed, the votes of just two shareholders ... two major institutions, who made their decisions very late last Friday afternoon, would have changed the outcome of this election.
 "I would encourage no one ... to believe that our resolve to do what is best and right for Indiana and for our customers, shareholders are employees has in any way diminished. ... If we now sit idly by without attempting to preserve the corporate integrity of one of Indiana's major companies, we would only have ourselves to blame in the future as we witnessed the steady shrinking of opportunities for our children and our grandchildren.
 "This afternoon ... I will recommend (to the IPALCO board of directors) that IPALCO terminate its current tender offer for the outstanding shares of PSI Resources. At the same time, however, I will also recommend that we continue to explore all options IPALCO may have going forward," Hodowal said.
 Following the meeting, Hodowal said: "We continue to believe in an IPALCO/PSI combination. We thank those PSI shareholders who cast their votes for IPALCO and everyone else who supported us during the past several months. We at IPALCO look forward to building on our record of achievement as we create value for our shareholders and meet the needs of our customers and the communities we serve."
 -- Statement by John R. Hodowal, chairman and chief executive officer of IPALCO Enterprises, Inc. PSI shareholders meeting, Aug. 23, 1993:
 Mr. Chairman, ladies and gentlemen, my name is John Hodowal and I am chairman and CEO of IPALCO Enterprises. As I stand before you this morning, I know IPALCO has insufficient proxies to elect the five gentleman that I will shortly introduce as our nominees to the PSI Resources board of directors. Nevertheless, we believe that the substantial vote that will be cast in favor of these gentlemen will sound an alarm to the current directors of PSI as well as the Cincinnati Gas & Electric Company that all is not well in their shareholder kingdom.
 Over the past 5 and 1/2 months we have traveled from coast to coast many times to visit with PSI shareholders and talk with them about IPALCO's competing and, we believe, superior offer. I can assure you that there is a high level of genuine belief among PSI shareholders that IPALCO rather than CG&E would make a better merger partner.
 Indeed, the votes of just two shareholders ... two major institutions who made their decisions very late last Friday afternoon would have changed the outcome of this election.
 Nevertheless ... today ... in the current referendum, IPALCO's nominees will lose. I would encourage no one, however, to believe that our resolve to do what is best and right for Indiana and for our customers, shareholders and employees, has in any way diminished.
 Over the past two decades we have watched many fine Indiana companies lose their commitment to the state's interests after being acquired by out-of-state corporations.
 If we now sit idly by without attempting to preserve the corporate integrity of one of Indiana's major companies, we would only have ourselves to blame in the future as we witnessed the steady shrinking of opportunities for our children and our grandchildren.
 It was in this spirit that we made our decision to try to achieve a business combination with PSI in the first place. And it is in this spirit we remain convinced that uniting these two companies will provide enduring benefits for shareholders and fellow citizens alike.
 This afternoon the board of directors of IPALCO Enterprises will meet. At that time, I will recommend that IPALCO terminate its current tender offer for the outstanding shares of PSI Resources. At the same time, however, I will also recommend that we continue to explore all options IPALCO may have going forward.
 And now, Mr. Chairman, I would like to introduce our nominees to PSI's board of directors -- five outstanding Hoosiers who have made a commitment to keep Indiana in the forefront of our nation's evolving energy picture.
 Mr. Chairman, those gentleman we propose to serve on the PSI board of directors are five highly distinguished individuals, successful in business, experienced as directors and leaders of civic and cultural groups in Indiana. They are Robert A. Borns, Raxford C. Early, Max L. Gibson, Edwin J. Goss and Dr. Earl B. Merr, Jr.
 -0- 8/23/93
 /CONTACT: Susan Hanafee, 317-261-8763, or Marni Lemons, 317-261-8219, or Carla Levy, 317-261-8560, all of IPALCO Enterprises, Inc./
 (IPL PIN)


CO: IPALCO Enterprises, Inc.; PSI Resources ST: Indiana IN: UTI SU:

TS-OS -- NY035 -- 5064 08/23/93 12:55 EDT
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Date:Aug 23, 1993
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