SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(A)
CILCORP Inc.
(Name of issuer)
Common Stock, No Par Value
(Title of Class of Securities)
171 794 100
(CUSIP number)
William R. Luraschi, Esq.
The AES Corporation
1001 North 19th Street
Arlington, VA 22209
(703) 522-1315
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 18, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
(Page 1 of 11 Pages)
<PAGE>
CUSIP NO. 171 794 100 13D PAGE 2 OF 11 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The AES Corporation
54-1163725
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP*
[ ] (a)
[ ] (b)
3 SEC USE ONLY
4 SOURCES OF FUNDS*
OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
7 SOLE VOTING POWER 13,625,680**
NUMBER OF
SHARES 8 SHARED VOTING POWER -0-
BENEFICIALLY
OWNED BY EACH 9 SOLE DISPOSITIVE POWER 13,625,680**
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,625,680**
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
14 TYPE OF REPORTING PERSON* HC, CO
- ---------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
** Following consummation of the merger transaction described in Item 4 below,
there were 1,000 shares of CILCORP common stock outstanding, all of which are
owned by AES.
<PAGE>
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, no par value (the "Common
Stock"), of CILCORP Inc., an Illinois corporation ("CILCORP"). The address of
the principal executive offices of CILCORP is 300 Hamilton Boulevard, Suite 300,
Peoria, Illinois 61602.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed on behalf of The AES Corporation, a Delaware
corporation ("AES"). AES is a global power company committed to serving the
world's need for electricity in a socially responsible way. The address of the
principal business and principal office of AES is 1001 North 19th Street,
Arlington, Virginia 22209.
Set forth on Annex A hereto is a schedule setting forth the
information required by General Instruction C to Schedule 13D with respect to
the executive officers and directors of AES. Annex A is incorporated by
reference into this Item 2 and elsewhere in this Statement as applicable.
During the past five years, AES has not been (a) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
(b) a party to a civil proceeding of any judicial or administrative body of
competent jurisdiction as a result of which it was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities laws, or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
See Item 4.
ITEM 4. PURPOSE OF TRANSACTION.
On October 18, 1999, AES completed its acquisition of CILCORP through
a merger transaction in accordance with the Agreement and Plan of Merger dated
as of November 22, 1998, among AES, CILCORP and Midwest Energy, Inc., an
Illinois corporation and a wholly-owned subsidiary of AES, as amended by the
First Amendment to the Agreement and Plan of Merger, dated as of October 14,
1999, among The AES Corporation, CILCORP Inc. and Midwest Energy, Inc. (as so
amended, the "Merger Agreement"). Pursuant to the Merger Agreement, Midwest
Energy merged with and into CILCORP (the "Merger") and CILCORP survived the
Merger as a wholly-owned subsidiary of AES.
<PAGE>
At the effective time of the Merger, each of the outstanding
13,625,680 shares of Common Stock was converted into the right to receive $65 in
cash, for an aggregate purchase price of $885,669,200. Following the merger, AES
owns all of the capital stock of CILCORP, of which there are 1,000 shares of
Common Stock outstanding. The aggregate purchase price and the other
merger-related expenses were financed through a $463 million equity contribution
from AES to Midwest Energy and a $475 million private placement by Midwest
Energy of senior notes and senior bonds that occurred simultaneously with the
effectiveness of the merger. A portion of the equity contribution was obtained
by AES through a public offering of its common stock on October 14, 1999.
All of the members of the CILCORP Board of Directors resigned
effective upon consummation of the Merger and were replaced by three directors
designated by AES. Following the Merger, the CILCORP common stock is being
delisted by the New York Stock Exchange and will become eligible for termination
of registration under Section 12 of the Securities Exchange Act of 1934, as
amended.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) In the Merger, AES acquired all of the 13,625,680 outstanding
shares of Common Stock. After giving effect to the Merger, there are 1,000
shares of Common Stock outstanding, all of which are beneficially owned by AES.
(b) AES has sole power to vote and dispose of all of the shares of
Common Stock. There are no shares of Common Stock with respect to which AES has
shared power to vote or direct the vote, or shared power to dispose or direct
the disposition.
(c) Except as disclosed in Item 4, there have been no transactions in
the CILCORP common stock that were effected during the past sixty days by AES.
(d)-(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
See Item 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The exhibits included as part of this Schedule 13D are those listed in
the Index of Exhibits attached hereto.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 28, 1999
----------------------------------------
DATE
/s/ William R. Luraschi
----------------------------------------
Signature
----------------------------------------
William R. Luraschi
General Counsel
THE AES CORPORATION
<PAGE>
ANNEX A
Directors and Executive Officers of AES
Set forth below are the name, business address, present principal
occupation or employment of each director and executive officer of AES. Each of
the persons listed below is a U.S. citizen. Unless otherwise indicated below,
the business address of each director and executive officer is 1001 North 19th
Street Arlington, VA 22209. To the best of AES's knowledge, none of the persons
listed below (a) during the last five years, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or is a party
to any civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he or she was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities laws, or finding
any violation with respect to such laws; (b) has sole or shared voting or sole
or shared dispositive power over any CILCORP Common Stock; (c) has any
contracts, arrangements, understandings or relationships with respect to the
CILCORP Common Stock or any other securities of CILCORP; or (d) has engaged in
any transactions involving the CILCORP Common Stock in the past 60 days prior to
the date hereof.
Name Present Principal Occupation or Employment
- ---- ------------------------------------------
Roger W. Sant Mr. Sant is the Chairman of the Board and a
director of AES. He is also a director of several
other organizations.
Dennis W. Bakke Mr. Bakke is a director and the President and
Chief Executive Officer of AES.
Alice F. Emerson Ms. Emerson is a director of AES. She is a Senior
Advisor at The Andrew W. Mellon Foundation and a
director of several other organizations.
Business Address: P.O. Box 206, Siasconset, MA
02564
Robert F. Hemphill, Jr. Mr. Hemphill is a director of AES. He is the
Managing Director of Toucan Ventures Capital
Corporation and a director of several other
organizations.
Business Address: Toucan Ventures Capital
Corporation, 2111 Wilson Blvd., 7th Fl.,
Arlington, VA 22201
Frank Jungers Mr. Jungers is a director of AES. He is a
consultant to various companies and a director of
several other organizations.
Business Address: 822 NW Murray, #242, Portland,
OR 97229
<PAGE>
Name Present Principal Occupation or Employment
- ---- ------------------------------------------
John H. McArthur Mr. McArthur is a director of AES. He is a
private business consultant and active investor in
various companies, a senior advisor to the
president of the World Bank Group and a director
of several other organizations.
Business Address: Harvard Business School, Fowler
Building, Rm. 31, Soldiers Field, Boston, MA 09163
Hazel R. O'Leary Ms. O'Leary is a director of AES. She is a
consultant and attorney to a diverse group of
domestic and international energy and sustainable
development firms, and a director of several other
organizations.
Business Address: 700 Wisconsin Circle, Chevy
Chase, MD 20815
Thomas I. Unterberg Mr. Unterberg is a director of AES and a Managing
Director of C.E. Unterberg, Towbin.
Business Address: C.E. Unterberg, Towbin, Swiss
Bank Tower - 10 East 50th St., 22nd Fl., New York,
NY 10022
Robert H. Waterman Mr. Waterman is a director of AES. He is the
Chief Executive Officer of The Waterman Group,
Inc.
Business Address: The Waterman Group, Inc.,
1777 Borel Place, #410, San Mateo, CA 94402
Barry J. Sharp Mr. Sharp is a Senior Vice President and the Chief
Financial Officer of AES.
Thomas A. Tribone Mr. Tribone is an Executive Vice President of AES.
John R. Ruggirello Mr. Ruggirello is a Senior Vice President of AES.
J. Stuart Ryan Mr. Ryan is a Senior Vice President of AES.
Mark S. Fitzpatrick Mr. Fitzpatrick is a Senior Vice President of AES.
Kenneth R. Woodcock Mr. Woodcock is a Senior Vice President of AES.
Paul T. Hanrahan Mr. Hanrahan is a Senior Vice President of AES.
William R. Luraschi Mr. Luraschi is a Vice President and the Secretary
and General Counsel of AES.
David G. McMillen Mr. McMillen is a Vice President of AES.
Roger Naill Mr. Naill is a Vice President of AES.
Sarah Slusser Ms. Slusser is a Vice President of AES.
Paul D. Stinson Mr. Stinson is a Vice President of AES.
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- -----------
1. Agreement and Plan of Merger, dated as of November 22, 1998,
among The AES Corporation, CILCORP Inc. and Midwest Energy, Inc.
(included in the AES Current Report on Form 8-K filed on
November 30, 1998), is hereby incorporated by reference.
2. First Amendment to the Agreement and Plan of Merger, dated as of
October 14, 1999, among The AES Corporation, CILCORP Inc. and
Midwest Energy, Inc.
<PAGE>
Exhibit 2
FIRST AMENDMENT
TO THE
AGREEMENT AND PLAN OF MERGER
This First Amendment to the Agreement and Plan of Merger (this "First
Amendment"), dated as of October 14, 1999, by and among The AES Corporation, a
Delaware corporation ("AES"), CILCORP Inc., an Illinois corporation ("CILCORP"),
and Midwest Energy, Inc., an Illinois corporation and wholly-owned subsidiary of
AES ("Merger Sub").
WHEREAS, the parties hereto are also parties to that certain Agreement
and Plan of Merger, dated as of November 22, 1998 (the "Merger Agreement");
WHEREAS, the parties hereto desire to amend the Merger Agreement to
reflect the parties' agreement as to certain matters as set below.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained in the Merger Agreement and this First
Amendment, and intending to be legally bound hereby, the parties hereto agree as
follows:
1. Capitalized terms used but not otherwise defined herein shall have
the meanings assigned to such terms in the Merger Agreement.
2. Section 1.5(a) of the Merger Agreement is hereby amended and
restated in its entirety as follows:
Section 1.5(a) The Articles of Incorporation of CILCORP, as in effect
immediately prior to the Effective Time, but with the amendments
immediately set forth below, shall be the Articles of Incorporation of
the Surviving Corporation, until thereafter amended as provided by
law:
(i) Article Four shall be amended and restated in its entirety as
follows:
<PAGE>
ARTICLE FOUR
"The authorized shares shall consist of 10,000 shares of
common stock, without par value."
(ii) Article Six shall be amended and restated in its entirety as
follows:
ARTICLE SIX
"The number of directors of the corporation shall be such
number as may from time to time be fixed by or pursuant to
the By-laws."
(iii) Article Eight is amended by deleting Paragraph 2 thereof in its
entirety.
3. Section 4.3(b) of the Merger Agreement is hereby amended by
replacing the number "250,000," at the end of the eighteenth line, appearing
before the phrase "shares of Undesignated Series Class A Preferred," with the
word "no", such that it reads "no shares of Undesignated Series Class A
Preferred ...."
4. Except where inconsistent with the express terms of this First
Amendment, all provisions of the Merger Agreement as originally entered into
shall remain in full force and effect.
<PAGE>
IN WITNESS WHEREOF, each of the undersigned has caused this First
Amendment to be duly signed as of the date first written above.
THE AES CORPORATION
By: /s/ Thomas A. Tribone
----------------------------------------
Name: Thomas A. Tribone
Title: Executive Vice President
CILCORP INC.
By: /s/ Robert O. Viets
----------------------------------------
Name: Robert O. Viets
Title: President and CEO
MIDWEST ENERGY, INC.
By: /s/ Barry J. Sharp
----------------------------------------
Name: Barry J. Sharp
Title: Senior Vice President
