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IPALCO TO COMMENCE EXCHANGE OFFER FOR PSI RESOURCES AT $26.50 PER SHARE IN CASH AND STOCK

 INDIANAPOLIS, Ind., April 21 /PRNewswire/ -- IPALCO Enterprises, Inc. (NYSE: IPL) announced today that its registration statement has been declared effective by the Securities and Exchange Commission and that it will commence its exchange offer to purchase all the outstanding shares of common stock of PSI Resources, Inc. (PSI) for $26.50 per share in cash and IPALCO common stock. IPALCO said it will commence its exchange offer as soon as practicable by mailing definitive offering materials to PSI shareholders.
 The exchange offer is scheduled to expire at midnight on Friday, June 18, 1993, unless extended.
 John R. Hodowal, chairman, president and CEO of IPALCO, said: "the intent of our offer is to combine PSI and IPL -- two fine, low-cost Indiana companies -- into one great Indiana company, led by a management team with a proven track record of creating value for shareholders and providing responsive and reliable service for customers.
 "Because of the perfect fit of our two companies, we anticipate cost savings from the combination to be in excess of $1.6 billion in the first 10 years alone. We propose to share these cost savings about evenly between shareholders and customers, which will provide a fair return to shareholders and enable us to keep electric rates lower than they otherwise would be. I can't emphasize enough that we will not ask customers to pay anything for IPALCO's purchase of PSI, despite what some would have the public believe. To the contrary, customers will save about $800 million over the next 10 years," Mr. Hodowal said.
 Under the terms of the offer, IPALCO is offering to exchange either .6906 shares of IPALCO common stock or $26.50 net in cash for each share of PSI common stock. PSI shareholders may elect to receive either shares of IPALCO common stock or cash, but IPALCO will not be required to pay more than approximately 19 percent of the aggregate consideration in cash, or more than approximately 81 percent of the aggregate consideration in IPALCO common stock.
 The offer contains provisions intended, with certain limits, to maintain the value of the IPALCO common stock portion of the offer consideration against changes in the market price of IPALCO common stock. The number of shares of IPALCO common stock to be included in the offer consideration will vary so that the value of the stock is maintained at $26.50 per share if the market price of IPALCO common stock is between $35-7/8 and $41-5/8 per share. If the market price of IPALCO common stock is above or below those amounts, the IPALCO common stock portion of the offer consideration would become fixed and would have a value of more or less than $26.50 per share. The closing price of IPALCO common stock on the NYSE on April 20, 1993 was $38-3/8.
 The offer will be made pursuant to a prospectus to be mailed to PSI shareholders and will be consummated when state and federal regulatory approvals have been received and the other conditions of the offer are satisfied.
 The offer is conditioned upon, among other things, a majority of the outstanding shares of PSI common stock on a fully diluted basis being tendered to IPALCO; the elimination of certain of PSI's anti-takeover provisions (including its "poison pill" rights plan); IPALCO obtaining certain approvals by IPALCO's shareholders; IPALCO's receipt of certain regulatory approvals; certain anti-takeover provisions of Indiana law not restricting the consummation by IPALCO of the offer and the subsequent merger; and PSI's shareholders not having approved the proposed CG&E/PSI merger. The conditions of the offer are set forth in full in the formal offer documents to be sent to PSI's shareholders.
 Dillon, Read & Co. Inc. will act as Dealer Manager in the exchange offer.
 IPALCO is the holding company of Indianapolis Power & Light Company, an electric and steam utility with almost 400,000 retail customers located principally in or near the city of Indianapolis and Marion County, Ind., and in portions of seven 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- 4/21/93
 /CONTACT: (media) Susan Hanafee, 317-261-8763, Marni Lemons, 317-261-8219, or (investor) Josh Pekarsky, 317-261-5651, all of IPALCO Enterprises, Inc.; or Tom Davies of Kekst & Co. (investor), 212-593-2655, for IPALCO Enterprises, Inc./
 (IPL)


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

AH-LD -- NY108 -- 9024 04/21/93 17:36 EDT
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Date:Apr 21, 1993
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