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 INDIANAPOLIS, Aug. 20 /PRNewswire/ -- IPALCO Enterprises, Inc. announced today that the United States District Court for the Southern District of Indiana this afternoon issued a temporary restraining order blocking PSI from counting, at its Annual Shareholders' Meeting on Aug. 23, 1993, the votes of 1.25 million newly issued "shares" that PSI had transferred to a "rabbi trust."
 "The Federal Court has stopped PSI from stuffing the ballot box on the eve of the election," said John R. Hodowal, IPALCO's chairman and chief executive officer. "We are gratified that PSI's latest effort to disenfranchise its shareholders has been restrained. This is only the most recent of several legal setbacks for PSI in its effort to preserve its flawed deal with CG&E."
 Judge John D. Tinder's interim ruling supports IPALCO's position that PSI had delivered the shares for no consideration to a hand- picked trustee. The ruling said, "(I)t appears reasonably likely that IPALCO will prevail on its claim and that the shares should not be voted. However, because of the short time available to review and consider these issues, the Court is currently unable to make the detailed findings of fact and conclusions of law that would be appropriate for issuing a preliminary injunction or a declaratory judgment."
 Under the Court's ruling, if the trustee desires to vote the shares, or tender proxies for them, he must tender the votes or proxies to the Clerk of the Federal Court. If the Court's final ruling grants IPALCO's motion for a preliminary injunction/declaratory judgement, the votes will be voided. If denied, the votes or proxies will be released and then may be counted in the results of any votes taken at the Aug. 23 meeting.
 IPALCO Enterprises, Inc., 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 12:00 midnight, New York City time, on Aug. 31, 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. IPALCO is amending its Offer (subject to a post-effective amendment to the Registration Statement relating to the Offer being declared effective by the Securities and Exchange Commission) so as to offer to exchange $30.50 per share for 14,590,164 shares of PSI Common Stock and .8414 shares (subject to adjustment) of IPALCO Common Stock for each remaining share of PSI Common Stock.
 -0- 8/20/93
 /CONTACT: Susan Hanafee, 317-261-8763, or Marni Lemons, 317-261-8219, both of IPALCO, or Investor Contacts: Lissa Perlman, Tom Davies, 212-593-2655, both of Kekst and Co./

CO: IPALCO Enterprises ST: Indiana IN: UTI SU: TNM

LG -- NY055 -- 4794 08/20/93 18:35 EDT
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Publication:PR Newswire
Date:Aug 20, 1993

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