UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
July 14, 1997
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 N. 19th Street
Arlington, VA 22209
(Address of principal executive office)
Telephone Number (703) 522-1315
(Registrant's telephone number, including area code)
<PAGE>
Item 5. Other Events.
This report is filed solely to file with the Securities and Exchange
Commission (i) the press release issued on July 14, 1997, announcing that the
Company had priced its private offering of Senior Subordinated Notes due 2007
and increased the size of the offering to $325 million, and (ii) the press
release issued on July 15, 1997, announcing the Company's second quarter
earnings and also a 2 for 1 stock split. Each press release is incorporated
herein by reference to Exhibits 20.7 and 20.8 listed in Item 7 and attached
hereto.
Item 7. Financial Statements and Exhibits
The following is filed as an Exhibit to this Report.
Exhibit Number 20.7
Description
News Release announcing the Company's pricing of its private offering
of Senior Subordinated Notes due 2007 and the increase in the size of
the offering to $325 million.
The following is filed as an Exhibit to this Report.
Exhibit Number 20.8
Description
News Release announcing the Company's second quarter earnings and the
announcement of a 2 for 1 stock split.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities and 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: /s/ WILLIAM R. LURASCHI
------------------------------
WILLIAM R. LURASCHI
GENERAL COUNSEL AND SECRETARY
Dated: July 15, 1997
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
20.7 News Release Announcing the Company's pricing of its private
offering of Senior Subordinated Notes due 2007 and the increase
in the size of the offering to $325 million.
20.8 News Release Announcing the Company's second quarter earnings and
the announcement of a 2 for 1 stock split.
EXHIBIT 20.7
FOR IMMEDIATE RELEASE
AES PRICES $325 MILLION PRIVATE PLACEMENT
ARLINGTON, VA, July 14, 1997 -- The AES Corporation (NYSE: AES) announced today
that it had priced its private offering of Senior Subordinated Notes due 2007
and increased the size of the offering to $325 million. The interest rate on the
Notes was set at 8.375% with an original issue price of 99.53%. The offering is
expected to close on July 17, 1997 and the proceeds will be used to refinance
certain short-term acquisition indebtedness and to redeem AES' outstanding
9 3/4% Senior Subordinated Notes due 2000. The securities offered have not been
registered under the Securities Act of 1933, as amended, and may not be offered
or sold in the United States absent registration or an applicable exemption from
registration requirements.
EXHIBIT 20.8
FOR IMMEDIATE RELEASE
AES REPORTS SECOND QUARTER EARNINGS
PER SHARE INCREASE OF 35%, TO $0.50 PER SHARE
AES Also Announces 2 for 1 Stock Split
ARLINGTON, VA, July 15, 1997 -- The AES Corporation (NYSE: AES) announced today
that net income was $42 million for the quarter ended June 30, 1997, an increase
of 50% compared to net income of $28 million for the second quarter of 1996.
Earnings per share were $0.50 for the quarter, up 35% compared to $0.37 for the
same quarter in 1996. Revenues for the quarter were $261 million, up 50%
compared to $174 million reported in the same period last year.
For the first half of 1997, net income was $82 million, a 44% increase compared
to the first half of 1996. Earnings per share for the first half of 1997 were
$1.00, compared to $0.75 for the same period in 1996. Revenues for the first
half of 1997 were $522 million, up 51% from the $346 million reported a year
earlier.
AES also announced today a 2 for 1 stock split. Each shareholder of record on
July 28, 1997 will receive as a dividend one additional share of AES Common
Stock for each share held on that date, payable on August 28, 1997.
Dennis W. Bakke, President and Chief Executive Officer, commented, " This was an
exciting quarter for AES on many fronts. Our existing plants and businesses
around the world performed well. We also expanded our business in many important
markets, including:
- completing the amalgamation of AES Chigen into AES,
- finalizing the acquisition of the non-US businesses of Destec,
- acquiring with partners the integrated utility, Cemig, in Brazil and two
distribution companies, Eden and Edes, in Argentina,
- winning the right to develop the 600 MW gas-fired combined cycle Uruguaiana
project in Brazil, and
- funding the 2,100 MW Yangcheng coal-fired plant in China.
The businesses we acquired from Destec in Canada, The Netherlands and the
Dominican Republic, as well as some of the development-stage projects, provide
us with opportunities to expand our relationships and markets in those
countries."
Roger W. Sant, Chairman, stated, " AES people around the world continue to
pursue new opportunities where we can make a difference in the electric sector
with both acquisitions and greenfield plants. We are finding extremely talented
people in the businesses that we acquire and they play an important part in the
overall growth of our company. Operating people from existing AES plants also
play an important role in contributing to AES business development teams. The
entrepreneurship that has been shown by our people has been extraordinary."
Highlights of AES's business development successes in 1997 include the
following:
o In June, AES completed its acquisition of the international businesses
of Destec Energy, Inc., consisting of five plants in operation and
construction representing approximately 950 MW (based on AES's net
equity ownership), and numerous projects in various stages of
development.
<PAGE>
o In June, AES announced the initial funding of the 2,100 MW coal-fired
Yangcheng plant in China.
o In May, AES and partners won a bid for 14.41% of Cemig, an integrated
electric utility serving the State of Minas Gerais in Brazil.
o In May, AES completed the amalgamation with AES China Generating Co.
with AES.
o In May, AES, along with its partner CEA, acquired two electricity
distribution companies, Eden and Edes, serving the Province of Buenos
Aires, Argentina.
o In April, AES won the right to build, own and operate a 600 MW
gas-fired, combined cycle plant in Uruguaiana, Brazil.
o In March, AES completed a combined public offering of common stock and
term convertible securities ("TECONS"), yielding net proceeds to the
Company of approximately $390 million.
o In February, a subsidiary of AES raised #112.5 million of non-recourse
project financing for its 230 MW (net) gas-fired combined cycle plant
in Barry, South Wales, United Kingdom.
o In February, AES announced plans to build a 720 MW (net) gas-fired
combined cycle plant in Pennsylvania to supply electricity to a
subsidiary of GPU, Inc., pursuant to three restructured power purchase
agreements.
o In January, AES acquired an additional 2.4% interest in Light Servicos
de Eletricidade S.A., a 3,800 MW integrated Brazilian utility,
bringing AES's total interest to 13.75%.
o In January, AES won a bid to build, own and operate a 484 MW (net)
gas-fired combined cycle power plant in Merida, Mexico.
AES is a leading global power company that currently owns or has an interest in
seventy-five power facilities totaling over 20,000 megawatts in the United
States, Argentina, Brazil, Pakistan, Hungary, Kazakstan, China, Australia,
Canada, The Netherlands, The Dominican Republic and The United Kingdom. In
addition to having assets of approximately $5.8 billion, the Company has more
than $5 billion of projects in construction or late stages of development. AES
is dedicated to providing electricity worldwide in a socially responsible way.
* * * * *
<PAGE>
THE AES CORPORATION
- -------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE PERIODS ENDED JUNE 30, 1997 AND 1996
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Unaudited Three Three Change
Months % Months % From
Ended of Ended of Previous %
06/30/97 Sales 06/30/96 Sales Year Change
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
($ in millions, except per share amounts)
REVENUES:
Sales and services $ 261 100% $ 174 100% $ 87 50%
OPERATING COSTS AND EXPENSES:
Cost of sales and services 163 63% 98 56% (65) -66%
Selling, general and administrative expenses 6 2% 6 3% -- --
Provision to reduce contract receivable 3 1% -- -- (3) -100%
----- ----- -----
Total operating costs and expenses 172 66% 104 59% (68) -65%
----- ----- -----
OPERATING INCOME 89 34% 70 41% 19 27%
OTHER INCOME AND (EXPENSE):
Interest expense (48) -18% (32) -19% (16) 50%
Interest income 10 4% 5 3% 5 100%
Equity in net earnings of affiliates 14 5% 2 1% 12 600%
----- ----- -----
INCOME BEFORE INCOME TAXES AND MINORITY INTEREST 65 25% 45 26% 20 44%
Income taxes 19 7% 16 9% (3) -19%
Minority interest 4 2% 1 0% (3) -300%
----- ----- -----
NET INCOME $ 42 16% $ 28 16% $ 14 50%
===== ===== =====
NET INCOME PER SHARE: $0.50 $0.37 $0.13
===== ===== =====
</TABLE>
<PAGE>
THE AES CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE PERIODS ENDED JUNE 30, 1997 AND 1996
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
Unaudited Six Six Change
Months % Months % From
Ended of Ended of Previous %
06/30/97 Sales 06/30/96 Sales Year Change
- ----------------------------------------------------------------------------------------------------------------------------------
($ in millions, except per share amounts)
<S> <C> <C> <C> <C> <C> <C>
REVENUES:
Sales and services $ 522 100% $ 346 100% $ 176 51%
OPERATING COSTS AND EXPENSES:
Cost of sales and services 330 63% 196 57% (134) -68%
Selling, general and administrative expenses 15 3% 15 4% -- --
Provision to reduce contract receivable 10 2% -- -- (10) -100%
------- -------- --------
Total operating costs and expenses 355 68% 211 61% (144) -68%
------- -------- --------
OPERATING INCOME 167 32% 135 39% 32 24%
OTHER INCOME AND (EXPENSE):
Interest expense (92) -18% (62) -18% (30) 48%
Interest income 18 3% 10 3% 8 80%
Equity in net earnings of affiliates 30 6% 7 2% 23 329%
------- -------- --------
INCOME BEFORE INCOME TAXES AND MINORITY INTEREST 123 23% 90 26% 33 37%
Income taxes 35 7% 31 9% (4) -13%
Minority interest 6 1% 2 0% (4) -200%
------- -------- --------
NET INCOME $ 82 15% $ 57 16% $ 25 44%
======= ======== ========
NET INCOME PER SHARE: $1.00 $0.75 $0.25
======= ======== ========
</TABLE>
