UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF INDIANA
INDIANAPOLIS DIVISION
DORIS O. COLE, KEITH A. TAYLOR,
JOHN B. PYLE, JOHN HARDY, and IRVIN H.
HERMAN, individually and on behalf of all No.
others similarly situated,
CLASS ACTION COMPLAINT
Plaintiffs,
FOR VIOLATION OF FEDERAL
SECURITIES LAWS
v.
DEMAND FOR JURY TRIAL
IPALCO ENTERPRISES, INC., JOHN R.
HODOWAL, RAMON L. HUMKE, JOSEPH D.
BARNETT, JR., ROBERT A. BORNS,
DANIEL R. COATS, MITCHELL E.
DANIELS, JR., REXFORD C. EARLY,
OTTO N. FRENZEL III, MAX L. GIBSON,
ANDRE B. LACY, L. BEN LYTLE,
MICHAEL S. MAURER, ANDREW J. PAINE,
JR., SALLIE W. ROWLAND, THOMAS H.
SAMS, BRYAN G. TABLER, GERALD D.
WALTZ, STEVE J. PLUNKETT, MAX
CALIFAR, TOM A. STEINER, JOHN D.
WILSON,
Defendants.
I. NATURE OF THE ACTION
1. This is a proposed securities class action brought on behalf of all persons,
than defendants and affiliated persons as described below ("the Class") who purchased or
otherwise acquired the securities of IPALCO ENTERPRISES, INC. ("IPALCO") and who held
CLASS ACTION COMPLAINT FOR VIOLATION - 1 -
OF FEDERAL SECURITIES LAWS
1629.10 0001 BSC.DOC
such securities as of September 8, 2000 and converted them to AES shares pursuant to the
SNIPPETS:
than defendants and affiliated persons as described below who purchased or
OF FEDERAL SECURITIES LAWS
such securities as of September 8, 2000 and converted them to AES shares pursuant to the
On July 17, 2000, IPALCO announced in a news release that AES would acquire
IPALCO under an Agreement and Plan of Share Exchange ("the acquisition") whereby each
share of IPALCO common stock would be exchanged for a number of AES shares of common
stock such that IPALCO shareholders would receive a fixed value of $25.00 per share.
Statement") dated September 8, 2000, which formed part of the Form S-4 Registration Statement
IPALCO's board of directors has
board of directors has approved the share exchange agreement
Defendants made representations in the Proxy Statement that the
AES international holdings were subject to an adverse regulatory
December 1983, pursuant to its policy to retain earnings, in contrast with IPALCO whose
true risk of the transaction, well prior to the close of the share exchange.
they had meanwhile structured the acquisition so as to trigger termination benefits
Defendants' clear misgivings and secret knowledge about the financial state of AES,
Act of 1934 (the "Exchange Act") 15 U.S.C. § 78aa, and 28 U.S.C. §§ 1331, 1337 and 1367.
Plaintiffs bring this action pursuant to Section 11 of the Securities Act,
Defendant Ramon L. Humke was, at all relevant times hereto, a director of
Plaintiffs bring this case as a class action pursuant to Rule 23and of the
the Class Period, and the legal representatives, agents, affiliates, heirs,
The members of the Class are so numerous that joinder of all members is
CLASS ACTION COMPLAINT FOR VIOLATION - 10 -OF FEDERAL SECURITIES LAWS
a proposal on May 19 to acquire IPALCO at a cash price of $25 per share.
AES international holdings were subject to an adverse future regulatory
The Proxy Statement contained untrue statements of material fact and omissions
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