AES CORPORATION
8-K, 1997-01-30
COGENERATION SERVICES & SMALL POWER PRODUCERS
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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

                                January 30, 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 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 January  30,  1997,  The AES  Corporation  (the  "Company")
increased its offer to the Class A shareholders of AES China Generating Co. Ltd.
("AES Chigen") by removing the possibility of a downward  adjustment to the 0.29
exchange ratio in the proposed  amalgamation  of AES Chigen with a subsidiary of
AES in the event  that the price for AES's  common  stock  trades  above $50 per
share.  Incorporated  herein by reference in Exhibit  20.5  attached  hereto are
details of the announcement.


Item 7.           Financial Statements and Exhibits.


                  The following is filed as an Exhibit to this Report.

                  Exhibit Number 20.5

                  Description

                  News Release Announcing that the Company is increasing its
                  offer to the Class A shareholders of AES China Generating
                  Co. Ltd.


<PAGE>

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:  January 30, 1997

<PAGE>


EXHIBIT INDEX


EXHIBIT NO.    DESCRIPTION


20.5            News Release Announcing that the Company is increasing its
                offer to the Class A shareholders of AES China Generating
                Co. Ltd.


<PAGE>
                                                                    EXHIBIT 20.5
FOR IMMEDIATE RELEASE

                     AES ANNOUNCES RECORD EARNINGS FOR 1996

                 AES Increases Offer to AES Chigen Shareholders

ARLINGTON,  VA, JANUARY 30, 1997 -- The AES  Corporation  (NYSE:  AES) announced
today that net income  increased  for the twelfth  consecutive  year to a record
$125 million,  or $1.62 per share for the year ended December 31, 1996.  This is
up 17% from a net income of $107  million for 1995.  Revenues  increased  23% to
$835 million from $679 million for 1995 while income before taxes  increased 13%
to $185 million.

For the fourth  quarter of 1996,  net income was $36 million or $0.46 per share,
up 29% over the same quarter in 1995.

Dennis W.  Bakke,  Co-Founder,  President  and Chief  Executive  Officer of AES,
commented,  "The earnings performance was a great way to celebrate our 15th year
in  business.  Our  existing  operations  performed  very well and new  business
development was  extraordinary.  Starting 1997 with a winning bid for the 484 MW
Merida III combined cycle project in Mexico was also gratifying."

Roger W. Sant,  Co-Founder  and Chairman of AES stated,  "We took giant steps in
1996 toward our goal of being the leading global power  company.  AES people are
well  positioned  around the world to respond to new market  opportunities  that
seem to open daily.  The ownership  that has been  demonstrated  by our talented
people has been outstanding."

1996 was an extraordinary development year for AES. Milestones include the
following:

In October,  AES started the  construction of a 230 MW gas-fired  combined cycle
plant in Barry, South Wales, United Kingdom.

In  September,  AES Chigen  funded a 42 MW  natural-gas-fired  simple-cycle  gas
turbine facility in Chengdu City, Sichuan Province, China.

In August,  AES and a partner acquired the 4000 MW Ekibastuz  GRES-1  coal-fired
power station in Kazakstan.

In August,  AES Chigen funded Wuhu Zhaoda,  a 250 MW coal-fired  facility  under
construction in Anhui Province, China.

In July,  AES  acquired  three power  plants  totaling  1,281 MW and a coal mine
through  the  purchase  of an 81%  share  of Tisza  Eromu  Rt.,  an  electricity
generation company in Hungary.

In July,  AES won a bid to  supply  electricity  from a new,  greenfield  288 MW
simple cycle, gas turbine power station in Townsville, Queensland, Australia.

In May, AES, along with three  partners  completed the purchase of a controlling
interest in Light,  the 3,800 MW integrated  electric utility that serves Rio de
Janeiro,   Brazil,  which  includes  800  MW  of  generating  capacity  at  four
hydroelectric facilities.

In April, AES Chigen funded Jiaozuo Wan Fang, a 250 MW coal-fired facility which
is under construction and located in Henan Province, China.

In April,  AES reached  agreement  to acquire a site in northern  Poland,  which
included  the  exclusive  right  to  negotiate  a power  sales  agreement  for a
natural-gas-fired   project.   This  step  was  the  result  of  a   competitive
solicitation in 1995.

In March, AES purchased AES San Juan, a hydro-thermal  company in Argentina that
consists  of the 45 MW Ullum  hydro  facility  and the 33 MW  Sarmiento  thermal
plant.

In January,  AES closed the  financing of the 337 MW PakGen  oil-fired  plant in
Pakistan.

There was also strong progress in the development of projects that did not reach
financial closure during 1996. This group was led by the $650 million coal-fired
facility in Puerto Rico, the $1.8 billion coal-fired Yangcheng facility in China
and the $75 million simple cycle Mt. Stuart facility in Australia.

Construction proceeded on schedule at the two 337 MW facilities in Pakistan (AES
Lal Pir and AES Pak Gen),  the 180 MW  coal-fired  AES Warrior  Run  facility in
Maryland,  the 11 MW El Tunal hydro facility in Argentina,  and three facilities
with a total capacity of 358 MW in China.

AES also  announced  today  that it was  increasing  its  offer  to the  Class A
shareholders  of AES China  Generating Co. Ltd. by removing the possibility of a
downward  adjustment to the 0.29 exchange ratio in the proposed  amalgamation of
AES Chigen with a subsidiary of AES in the event that the price for AES's common
stock trades above $50 per share. Mr. Bakke commented, "We continue to feel that
a ratio of 0.29 of a share of AES common  stock for each share of Class A common
stock of AES Chigen is a fair deal for both companies. Since the announcement of
the AES-AES Chigen merger, AES's stock price has risen appreciably,  and we have
decided to remove the  requirement  that the ratio be  adjusted  downwards.  The
Class A shareholders  now have the possibility of receiving more than $14.50 per
share. We look forward to the upcoming  shareholder vote and a merger of the two
companies."

AES currently owns or has an interest in thirty three power facilities  totaling
over  11,000  megawatts  in the  United  States,  Argentina,  Brazil,  Pakistan,
Hungary,  Kazakstan,  China and the United Kingdom. In addition to having assets
of  $3.7  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.

For more  general  information  visit our web site at  www.aesc.com  or  contact


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