As filed with the Securities and Exchange Commission on June 27, 1996
Registration Statement No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE AES CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 54-1163725
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
1001 North 19th Street
Arlington, Virginia 22209
(703) 522-1315
(Address and telephone number of Registrant's principal executive offices)
BARRY J. SHARP
1001 North 19th Street
Arlington, Virginia 22209
(703) 522-1315
(Name, address, and telephone number of agent for service)
Copies to:
Philip D. Beaumont Richard D. Truesdell, Jr.
Chadbourne & Parke LLP Davis Polk & Wardwell
30 Rockefeller Plaza 450 Lexington Avenue
New York, New York 10112 New York, New York 10017
Approximate date of commencement of proposed sale to the public: From time to
time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. |_|
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment, please check the following
box. |X|
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration number of the earlier effective registration
statement for the same offering. |X| File No. 333-01286
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
- - -------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
- - ---------------------- --------------------- ---------------------- ---------------------- ======================
Title of each class Amount Proposed maximum Proposed maximum Amount of
of securities to be to be aggregate price aggregate registration
registered registered per unit (1) offering price (1) fee
- - ---------------------- --------------------- ---------------------- ----------------------
- - ---------------------- --------------------- ---------------------- ---------------------- ======================
Debt Securities $25,000,000 100% $25,000,000(2) $8,621(2)
- - ---------------------- --------------------- ---------------------- ---------------------- ======================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Calculated pursuant to Rule 457(o) under the Securities Act.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment that specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act or until this Registration Statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a), may
determine.
===============================================================================
<PAGE>
Incorporation By Reference of Registration Statement
on Form S-3, File No. 333-01286
The AES Corporation (the "Company") hereby incorporates by reference into
this Registration Statement on Form S-3 in its entirety the Registration
Statement on Form S-3 (File No. 333-01286), as amended by Amendment No.1
thereto, declared effective on June 13, 1996 by the Securities and Exchange
Commission (the "Commission"), including each of the documents filed by the
Company with the Commission and incorporated or deemed to be incorporated by
reference therein.
<PAGE>
Item 16. Exhibits.
Exhibit
Number Description of Exhibits
5.1 --Opinion of Chadbourne & Parke LLP, counsel to the Company.
23.1 --Consent of Chadbourne & Parke LLP, counsel to the Company.*
23.2 --Consent of Deloitte & Touche LLP.
23.3 --Consent of Deloitte & Touche Tohmatsu.
24.1 --Powers of Attorney.
- - ----------------
* Included in Exhibit 5.1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Arlington, State of Virginia on June 27, 1996.
THE AES CORPORATION
By s/Dennis W. Bakke
Dennis W. Bakke
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacities
indicated on June 27, 1996.
SIGNATURE TITLE
* Chairman of the Board
Roger W. Sant
s/Dennis W. Bakke President, Chief Executive Officer and
Dennis W. Bakke Director (Principal Executive Officer)
Director
Vicki-Ann Assevero
* Director
Dr. Alice F. Emerson
* Director
Frank Jungers
* Director
Dr. Henry R. Linden
* Director
Russell E. Train
* Director
Thomas I. Unterberg
* Director
Robert H. Waterman, Jr.
s/Barry J. Sharp Vice President and Chief Financial
Barry J. Sharp Officer (Principal Financial and
Accounting Officer)
*By s/Barry J. Sharp
Barry J. Sharp
Attorney-in-fact
<PAGE>
Exhibit Index
Exhibit
Number Description of Exhibits
5.1 --Opinion of Chadbourne & Parke LLP, counsel to the Company.
23.1 --Consent of Chadbourne & Parke LLP, counsel to the Company.*
23.2 --Consent of Deloitte & Touche LLP.
23.3 --Consent of Deloitte & Touche Tohmatsu.
24.1 --Powers of Attorney.
- - ----------------
* Included in Exhibit 5.1
Exhibit 5.1
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, New York
10112
June 27, 1996
The AES Corporation
1001 N. 19th Street
Arlington, Virginia 22209
Dear Sirs:
We have acted as counsel for The AES Corporation, a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission of a Registration Statement on Form S-3
(the "Additional Registration Statement"), under the Securities Act of 1933, as
amended (the "Act") relating to the registration by the Company of an additional
$25,000,000 in aggregate principal amount of debt securities (the "Debt
Securities"). The Debt Securities are to be issued pursuant to an Indenture (the
"Indenture") between the Company and The First National Bank of Chicago, as
trustee, and are to be sold, together with the debt securities of the same class
registered pursuant to the Company's Registration Statement on Form S-3 (No.
333-01286)(the "Base Registration Statement"), which was declared effective by
the Securities and Exchange Commission on June 13, 1996, pursuant to an
Underwriting Agreement (the "Underwriting Agreement") between the Company and
J.P. Morgan Securities Inc. and Goldman, Sachs & Co., as representatives of the
several Underwriters named in Schedule I thereto (the "Underwriters") forms of
which were filed as Exhibit 4.1 and 1.1, respectively, to the Company's Base
Registration Statement.
As such counsel, we have examined originals or copies
certified or otherwise identified to our satisfaction of the Restated
Certificate of Incorporation and By-Laws of the Company, as amended to the date
hereof, as well as resolutions adopted by the Company's Board of Directors in
connection with the authorization, registration, issuance and sale of the Debt
Securities. We have also examined originals, or copies certified to our
satisfaction, of such corporate records of the Company and other instruments,
certificates of appropriate public officials and certificates of officers and
representatives of the Company, and other documents as we have deemed necessary
as a basis for the opinions hereinafter expressed. In such examination, we have
assumed the authenticity of all documents submitted to us as originals, the
conformity with the originals of all documents submitted to us as copies, the
genuineness of all signatures and the legal capacity of natural persons.
On the basis of the foregoing, we are of the opinion that,
when the Abbreviated Registration Statement with respect to the Debt Securities
is filed and becomes effective under Rule 462(b) of the Act, the Indenture has
been qualified under the Trust Indenture Act of 1939, as amended, the Indenture
has been executed by the parties thereto and delivered, and the Debt Securities
have been duly executed, authenticated and delivered against payment therefor in
accordance with the provisions of the Underwriting Agreement, the Debt
Securities will be legally and validly issued and will constitute the valid and
binding obligations of the Company.
We are members of the bar of the State of New York and with
your approval do not herein express any opinion as to any matters governed by
any law other than the laws of the State of New York, the General Corporation
Law of the State of Delaware and the federal laws of the United States.
We hereby consent to the filing of this opinion as an exhibit
to the Additional Registration Statement and to the reference made to this firm
under the caption "Legal Matters" in the prospectus constituting part of the
Base Registration Statement which has been incorporated by reference into the
Additional Registration Statement.
Very truly yours,
Chadbourne & Parke LLP
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
The AES Corporation on Form S-3 of our report dated February 20, 1996, except
for Note 14, as to which the date is May 30, 1996, appearing in the Prospectus
dated June 13, 1996, included in the Company's Amendment No. 1 to Registration
Statement No. 333-01286, and to the reference to us under the heading "Experts"
in the Prospectus, which is part of such Registration Statement.
Washington, D.C.
June 26, 1996
Exhibit 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
The AES Corporation on Form S-3 of our report (based on our audit which was
performed in accordance with auditing standards generally accepted in Brazil) on
the financial statements of LIGHT - Servicos de Eletricidade S.A. as of December
31, 1995 and 1994 and for the years then ended, prepared in conformity with
accounting principles generally accepted in Brazil, dated January 24, 1996,
except for note 27, for which the date is May 1996 (which expresses an
unqualified opinion and includes a reference to other auditors who audited the
financial statements of Eletropaulo Eletricidade de Sao Paulo S.A. as of and for
the years ended December 31, 1995 and 1994, whose report thereon has been
furnished to us, and our opinion on LIGHT - Servicos de Eletricidade S.A.,
insofar as it relates to the amounts included for such company, is based solely
on the report of such other auditors) appearing in the Current Report on Form
8-K of The AES Corporation filed June 12, 1996, which is incorporated by
reference in the Prospectus dated June 13, 1996, included in The AES
Corporation's Amendment No. 1 to Registration Statement No. 333-01286, and to
the reference to us under the heading "Experts" in the Prospectus, which is part
of such Registration Statement.
DELOITTE TOUCHE TOHMATSU
Rio de Janeiro, Brazil
June 26, 1996
Exhibit 24.1
POWER OF ATTORNEY
The undersigned (other than Dennis W. Bakke and Barry J. Sharp), acting in the
capacity or capacities stated opposite their respective names below, hereby
constitute and appoint DENNIS W. BAKKE, BARRY J. SHARP and WILLIAM R. LURASCHI
and each of them severally, the attorneys-in-fact of the undersigned with full
power to them and each of them to sign for and in the name of the undersigned in
the capacities indicated below, the Registration Statement on Form S-3 relating
to the Debt Securities of this Company to be filed and to become effective in
accordance with Rule 462(b) under the Securities Act of 1933, as amended, and
any and all amendments and supplements thereto. Each of DENNIS W. BAKKE and
BARRY J. SHARP, each acting in the capacity stated opposite his name below,
hereby constitutes and appoints WILLIAM R. LURASCHI as his attorney-in-fact with
full power to him to sign for and in his name in the capacity indicated below
the Registration Statement on Form S-3 and any and all amendments and
supplements thereto.
SIGNATURE TITLE DATE
s/Roger W. Sant Chairman of the Board June 26, 1996
Roger W. Sant and Director
President and Chief Executive Officer June , 1996
Dennis W. Bakke and Director
s/Alice Emerson Director June 26, 1996
Dr. Alice Emerson
Director June , 1996
Vicki-Ann Assevero
s/Frank Jungers Director June 27, 1996
Frank Jungers
s/Henry R. Linden Director June 26, 1996
Dr. Henry R. Linden
s/Russell E. Train Director June 26, 1996
Russell E. Train
s/Thomas I Unterberg Director June 26, 1996
Thomas I. Unterberg
s/Robert H. Waterman, Jr. Director June 27, 1996
Robert H. Waterman, Jr.
Vice President and Chief Financial June , 1996
Barry J. Sharp Officer (Principal Financial Officer)
