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U.S. DISTRICT COURT ORDERS PSI TO HOLD SHAREHOLDERS' MEETING BY JULY 29TH; CITES PSI BOARD'S 'BLATANT DISREGARD' OF STATUTORY DEADLINE

 INDIANAPOLIS, June 18 /PRNewswire/ -- The U.S. District Court for the Southern District of Indiana today said that PSI Resources' decision to postpone its annual shareholders' meeting to Sept. 23, 1993, violates Indiana law, and ordered PSI to hold its annual meeting on or before July 29, 1993.
 In his order, Judge John D. Tinder said, "It is curious that the PSI board would believe the shareholders need more information than the board itself did in making its decision to approve the CG&E/PSI Merger and to reject IPALCO's offer." Judge Tinder went on to say, "The Indiana legislature has determined that shareholders are harmed if meetings are not held within the statutory framework," which requires PSI to have its annual meeting by June 30, 1993. He said that nothing here "...justifies a corporate board's blatant disregard of a statutory deadline."
 "Today's ruling marks a true victory for PSI shareholders," said IPALCO Chairman John R. Hodowal. "The Court has given PSI shareholders what their own board would not -- the opportunity to exercise their right to support IPALCO's superior offer by electing the IPALCO slate of five directors to the PSI board. By forcing PSI to comply with Indiana law, the Court has put a welcome stop to PSI management's strategy of delay and diversion."
 Judge Tinder concluded, "(T)he annual meeting provides (PSI shareholders) a vehicle for electing the directors they perceive as supporting the proposal shareholders prefer at that time. Electing such directors will signify to the incumbent directors the shareholders' current preference." He then ordered PSI to prepare and promptly file with the Securities Exchange Commission the appropriate proxy materials for holding its shareholders' meeting by July 29th.
 After IPALCO made its offer to purchase PSI Resources, the PSI board of directors indefinitely postponed its annual shareholders' meeting which had been scheduled for May 14, 1993. PSI announced on May 14th that it would not hold its annual meeting until Sept. 23, 1993. As a result, IPALCO asked the Court on May 20th to order PSI to hold its meeting no later than July 29, 1993.
 NOTE: IPALCO Enterprises, Inc. (NYSE: IPL), is offering, upon the terms and subject to the conditions set forth in its Prospectus dated April 21, 1993, and in the related Letter of Transmittal and Letter of Transmittal Supplement, to exchange $26.50 per share in cash for 10,754,717 shares of PSI Common Stock and .6906 shares (subject to adjustment) of IPALCO Common Stock for each remaining share of PSI Common Stock. The Offer will expire at midnight, New York City time, on July 30, 1993, unless extended by IPALCO. IPALCO may extend the Offer by giving oral or written notice of such extension to the Exchange Agent. Any such extension will be followed as promptly as practicable by public announcement.
 -0- 6/18/93
 /CONTACT: Marni Lemons, 317-261-8219, or on pager, 317-461-9578, or Susan Hanafee, 317-261-8763; or investors can call Tom Davies or Josh Pekarsky, 212-593-2655, all for IPALCO/
 (IPL)


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

SH -- NY052 -- 3650 06/18/93 14:49 EDT
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Publication:PR Newswire
Date:Jun 18, 1993
Words:520
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