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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
November 13, 1996
Date of Report (Date of earliest event reported)
Commission File Number: 0-19281
THE AES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
54-1163725
(IRS Employer Identification No.)
1001 North 19th Street
Arlington, Virginia 22209
(Address of principal executive office)
Telephone Number (703) 522-1315
(Registrant's telephone number, including area code)
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Item 5. Other Events.
On November 12, 1996, The AES Corporation (the "Company")
announced that it signed a definitive agreement with AES China Generating Co.
Ltd. ("Chigen") whereby the Company will acquire Chigen's approximately 8.2
million outstanding Class A shares of Common Stock, subject to the approval of
the Chigen public shareholders. Incorporated herein by reference in Exhibit 20.4
attached hereto are details of the amalgamation.
Item 7. Financial Statements and Exhibits.
The following is filed as an Exhibit to this Report.
Exhibit Number 20.4
Description
News Release Announcing the Agreement Between the Company and
Chigen Whereby the Company will Acquire the Chigen's Publicly
Held Shares in Exchange for AES Shares.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
The AES Corporation
(Registrant)
BY: WILLIAM R. LURASCHI
--------------------------
WILLIAM R. LURASCHI
GENERAL COUNSEL AND SECRETARY
Dated: November 13, 1996
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
20.4 News Release Announcing the Agreement Between the
Company and Chigen Whereby the Company will Acquire the Chigen's
Publicly Held Shares in Exchange for AES Shares.
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EXHIBIT 20.4
FOR IMMEDIATE RELEASE
AES REACHES AGREEMENT TO ACQUIRE PUBLICLY-HELD
AES CHIGEN SHARES IN EXCHANGE FOR AES SHARES
ARLINGTON, VA and BEIJING, CHINA, November 12, 1996 - The AES Corporation [NYSE:
AES] and AES China Generating Co., Ltd. [NASDAQ: CHGNF] ("AES Chigen") jointly
announced today that they have signed a definitive agreement for AES to acquire
the approximately 8.2 million outstanding Class A shares of AES Chigen. The
acquisition would be accomplished by amalgamating AES Chigen with a wholly-owned
AES subsidiary. AES Chigen shareholders would receive shares of AES Common Stock
at an exchange rate of 0.29 shares of AES Common Stock for each share of AES
Chigen Common Stock within an AES share price range of $45 to $50. If AES Common
Stock trades above $50 per share, the exchange ratio will be adjusted such that
each AES Chigen shareholder will receive AES shares valued at $14.50 per Chigen
share. If AES Common Stock trades below $45 per share, the exchange ratio will
be adjusted such that each AES Chigen shareholder will receive AES shares valued
at $13.05 per Chigen share. For purposes of determining the ratio, the price of
AES Common Stock shall be calculated as an average closing price over 15 trading
days leading up to the merger. If the exchange ratio is adjusted to be greater
than 0.31, AES is not required to consummate the transaction. If the exchange
ratio is adjusted to be less than 0.28, AES Chigen is not required to consummate
the transaction. The value of the transaction is estimated to be between $107 to
$120 million.
Dennis W. Bakke, President and CEO of AES, stated, "We continue to have a
positive outlook on the China power market. A full integration of both companies
will enhance our collective ability to help meet China's expanding needs for
electric power."
Paul T. Hanrahan, President and CEO of AES Chigen, said "The transaction gives
us the opportunity to reaffirm both AES Chigen's and AES's strong commitment to
the electric power industry in China. This stock-for-stock acquisition will
allow current AES Chigen shareholders to continue to participate in its business
through their equity in AES."
A special committee consisting of the Class A directors of AES Chigen has
recommended approval of the transaction, and it has been approved by the Board
of Directors of both companies. The amalgamation remains subject to various
conditions, including the approval of the Class A shareholders of AES Chigen.
AES expects to file a registration statement with the Securities and Exchange
Commission shortly covering the AES Common stock to be exchanged for AES Chigen
Class A shares in the merger.
AES Chigen, an affiliate of AES, develops, owns, and operates power generation
facilities in the People's Republic of China. It currently has investments in 8
projects in operation or under construction in China, representing a name plate
capacity of approximately 818 megawatts.
AES is a leading global power company that generates, sells or markets
electricity in over 35 countries. AES currently has over $3.4 billion in assets
and, for the year ended December 31, 1995, earned net income of $107 million on
revenues of $685 million.
* * * * *
For more general information visit our web site at www.aesc.com or contact
investor relations at [email protected]. The list aes-pr-announce is an
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