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IPALCO SEEKS PROXIES TO ELECT FIVE NOMINEES TO PSI RESOURCES BOARD OF DIRECTORS AND IN OPPOSITION TO PSI

 -- IPALCO Also Seeking Proxies In Opposition To PSI
 Merger With Cincinnati Gas & Electric --
 INDIANAPOLIS, Ind., April 22 /PRNewswire/ -- IPALCO Enterprises today announced that it will begin soliciting proxies from PSI Resources shareholders to elect five directors to the PSI Board of Directors at PSI's 1993 annual meeting and in opposition to PSI's merger with the Cincinnati Gas & Electric Company, to be voted on at a special meeting of PSI shareholders. PSI has not yet announced new dates for its annual and special meetings of shareholders, nor has it announced new record dates for determining those PSI shareholders who will be entitled to vote at such meetings.
 John R. Hodowal, chairman, chief executive officer and president of IPALCO, said: "Regrettably, PSI responded to our financially superior offer to its shareholders by indefinitely postponing its annual and special shareholder meetings, thereby prohibiting PSI shareholders from voicing their opinions on our offer and the proposed CG&E/PSI merger."
 In a letter to PSI shareholders, Hodowal said: "To facilitate our offer, we are seeking your vote to elect a slate of five director nominees at the 1993 annual meeting of PSI shareholders. Our five nominees are prominent and well-respected Indiana business and political leaders who we believe would make a fine addition to PSI's Board of Directors under any circumstances. Under the current circumstances, however, we believe that the most important fact you need to know about our nominees is that if elected they will, subject to their fiduciary duties as directors, support IPALCO's offer."
 In his letter, Hodowal also commented: "We believe that your vote in favor of the IPALCO nominees will send a strong message to PSI's board of directors that you support the offer.
 "We believe that our proposal is both economically and operationally superior to PSI's proposed business combination with The Cincinnati Gas & Electric Company."
 The five nominees are: Robert A. Borns, 57, Chairman of Borns Management Corporation, an Indianapolis-based real estate management company; Rexford C. Early, 58, President of Carlisle Insurance Agency and the recently retired chairman of the Indiana Republican Party; Max L. Gibson, 52, recently retired president of Victory Services Corporation, a Terre Haute waste disposal company; Edwin J. Goss, 66, retired Chairman of American States Insurance Company; and Earl B. Herr, Jr., Ph.D., 65, recently-retired executive vice president of Eli Lilly and Company.
 IPALCO'S proxy solicitation will be made pursuant to definitive proxy materials mailed to PSI shareholders today.
 IPALCO is the holding company of Indianapolis Power & Light Company, an electric and steam utility with almost ,?000 retail customers located principally in or near the City of Indianapolis and Marion County, Ind., and in portions of 7 other Indiana counties.
 PSI is the holding company of PSI Energy, an electric utility with more than 600,000 retail customers located in portions of 69 counties in the central, north central and southern parts of Indiana.
 The participants in this solicitation are IPALCO Enterprises, Inc. ("IPALCO"), and the following directors and executive officers of IPALCO: Joseph D. Barnette, Jr., John R. Brehm, Mitchell E. Daniels, Jr., Maurice O. Edmonds, Otto N. Frenzel III, N. Stuart Grauel, Joseph A. Gustin, John R. Hodowal, Ramon L. Humke, Sam H. Jones, Andre B. Lacy, L. Ben Lytle, Michael S. Maurer, Thomas M. Miller, Sallie W. Rowland, Thomas H. Sams and Zane G. Todd. Certain employees of IPALCO who may be participants in this solicitation are: John C. Berlier, Jr., Max Califar, Arnold Gordus, Arthur G. Haan, Susan Hanafee, John E. Hanson, Donald W. Knight, Marni Lemons, Jan E. Lower, Robert A. McKnight, Steven L. Meyer, Michael M. Minter, Stephen J. Plunkett, Robert W. Rawlings, Daniel L. Short, Michael E. Shriner, Joseph A. Slash, Clark L. Snyder, Thomas A. Steiner, Gerald Waltz, John D. Wilson and Marcus E. Woods. IPALCO has retained Dillon, Read & Co. Inc. ("Dillon Read") as its financial advisor in connection with its effort to acquire PSI Resources, Inc. ("PSI"), for which IPALCO has agreed to pay Dillon Read certain fees, including a fee of $4,750,000 if IPALCO acquires control of PSI. Dillon Read and the following employees of Dillon Read may also be participants in this solicitation: James H. Brandi, Mack Rossoff, Kenneth S. Crews, Jason D. Sweet and Jeffrey J. Singer. IPALCO has also retained the law firm of LeBoeuf, Lamb, Leiby & MacRae in connection with its effort to acquire PSI, and the following members of such firm may be participants in this solicitation: Douglas W. Hawes, Joseph L. Seiler III, William S. Lamb, Samuel Behrends, Paul K. Connolly, Jr. and Steven H. Davis. Such participants, in the aggregate, own less than 1 percent of the outstanding shares of common stock of PSI Resources, Inc.
 -0- 4/22/93
 /CONTACT: Media, Susan Hanafee, 317-261-8763, or Investor, Josh Pekarsky, 317-261-5651, or Tom Davies, 212-593-2655, of IPALCO/
 (IPL)


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

KD -- NY135 -- 9720 04/22/93 16:42 EDT
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Date:Apr 22, 1993
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