Ipalco Enterprises, Inc. – ‘S-4’ on 4/3/02 – EX-99.3

On:  Wednesday, 4/3/02   ·   Accession #:  950103-2-333   ·   File #:  333-85438

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Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a               140    727K 
                          Business-Combination Transaction                       
 2: EX-1        Underwriting Agreement                                16     87K 
 3: EX-3.1      Articles of Incorporation/Organization or By-Laws     28     97K 
 4: EX-3.2      Articles of Incorporation/Organization or By-Laws     13     53K 
 5: EX-4.1      Instrument Defining the Rights of Security Holders   102    365K 
 6: EX-4.2      Instrument Defining the Rights of Security Holders    29    113K 
 7: EX-4.3      Instrument Defining the Rights of Security Holders   147±   648K 
 8: EX-4.4      Instrument Defining the Rights of Security Holders   295±  1.28M 
 9: EX-4.6      Instrument Defining the Rights of Security Holders     2     15K 
10: EX-5        Opinion re: Legality                                   2     14K 
19: EX-10.09    Material Contract                                      2     17K 
11: EX-10.1     Material Contract                                     89±   293K 
20: EX-10.10    Material Contract                                     67±   268K 
21: EX-10.11    Material Contract                                      8     63K 
23: EX-10.13    Material Contract                                      8±    39K 
24: EX-10.14    Material Contract                                      4±    25K 
25: EX-10.15    Material Contract                                      8±    39K 
26: EX-10.16    Material Contract                                      6±    27K 
12: EX-10.2     Material Contract                                     55±   200K 
13: EX-10.3     Material Contract                                    116±   276K 
14: EX-10.4     Material Contract                                     67±   228K 
15: EX-10.5     Material Contract                                     13±    70K 
16: EX-10.6     Material Contract                                     63±   261K 
17: EX-10.7     Material Contract                                     11±    49K 
18: EX-10.8     Material Contract                                      8±    38K 
22: EX-11.12    Statement re: Computation of Earnings Per Share       58    225K 
27: EX-12       Statement re: Computation of Ratios                    1     11K 
28: EX-21       Subsidiaries of the Registrant                         1     11K 
29: EX-23.2     Consent of Experts or Counsel                          1     11K 
30: EX-25       Statement re: Eligibility of Trustee                  26    100K 
31: EX-99.1     Miscellaneous Exhibit                                 12     52K 
32: EX-99.2     Miscellaneous Exhibit                                  3     16K 
33: EX-99.3     Miscellaneous Exhibit                                  2     13K 
34: EX-99.4     Miscellaneous Exhibit                                  2     14K 
35: EX-99.5     Miscellaneous Exhibit                                  3     13K 

EX-99.3   —   Miscellaneous Exhibit

EX-99.3
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                                                                  Exhibit 99.3

Offer to Exchange 
$375,000,000 7.375% Senior Secured Notes due 2008; and
$375,000,000 7.625% Senior Secured Notes due 2011 
(which have been registered under the Securities Act) 

For Any and All Outstanding 

7.375% Senior Secured Notes due 2008; and 
7.625% Senior Secured Notes due 2011
(which have not been registered under the Securities Act) 
of
IPALCO ENTERPRISES, INC.

To Our Clients:                                                                 

Enclosed is a Prospectus, dated         , 2002, of IPALCO Enterprises,
Inc., an Indiana corporation (the "Company"), and a related Letter of           
Transmittal (which together constitute the "Exchange Offer") relating to the    
offer by the Company to exchange its 7.375% Senior Secured Notes due 2008 and   
its 7.625% Senior Secured Notes due 2011 (the "New Notes"), pursuant to an      
offering registered under the Securities Act of 1933, as amended (the           
"Securities Act"), for a like principal amount of its issued and outstanding    
7.375% Senior Secured Notes due 2008 and its 7.625% Senior Secured Notes due    
2011, respectively (the "Old Notes") upon the terms and subject to the          
conditions set forth in the Exchange Offer.                                     

Please note that the Exchange Offer will expire at 5:00 p.m., New York
City time, on          , 2002 unless extended.                                  

    The Exchange Offer is not conditioned upon any minimum number of Old Notes
being tendered.                                                                 

   We are the holder of record and/or participant in the book-entry transfer
facility of Old Notes held by us for your account. A tender of such Old Notes   
can be made only by us as the record holder and/or participant in the           
book-entry transfer facility and pursuant to your instructions. The Letter of   
Transmittal is furnished to you for your information only and cannot be used by 
you to tender Old Notes held by us for your account.                            

    We request instructions as to whether you wish to tender any or all of the
Old Notes held by us for your account pursuant to the terms and conditions of   
the Exchange Offer. We also request that you confirm that we may on your behalf 
make the representations contained in the Letter of Transmittal.                

Pursuant to the Letter of Transmittal, each holder of Old Notes will  
represent to the Company that (i) the holder is not an "affiliate" of the       
Company, (ii) any New Notes to be received by the holder are being acquired in  
the ordinary course                                                             

EX-99.3
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of its business, and (iii) the holder has no arrangement or understanding with  
any person to participate, and is not engaged and does not intend to engage in  
a distribution (within the meaning of the Securities Act) of such New Notes. If 
the tendering holder is a broker-dealer that will receive New Notes for its own 
account in exchange for Old Notes, we will represent on behalf of such broker-  
dealer that the Old Notes to be exchanged for the New Notes were acquired by it 
as a result of market-making activities or other trading activities, and        
acknowledge on behalf of such broker-dealer that it will deliver a prospectus   
meeting the requirements of the Securities Act in connection with any resale of 
such New Notes. By acknowledging that it will deliver and by delivering a       
prospectus meeting the requirements of the Securities Act in connection with    
any resale of such New Notes, such broker-dealer is not deemed to admit that it 
is an "underwriter" within the meaning of the Securities Act.                   

         Very truly yours,

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