AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 16, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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THE AES CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 54-1163725
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
THE AES CORPORATION
1001 NORTH 19TH STREET
ARLINGTON, VIRGINIA 22209
(703) 522-1315
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
BARRY J. SHARP
1001 NORTH 19TH STREET
ARLINGTON, VIRGINIA 22209
(703) 522-1315
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
RICHARD D. TRUESDELL, JR., ESQ.
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4000
<PAGE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
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 statement number of the earlier
effective registration statement for the same offering. [x] 333-15487
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 statement 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. [ ]
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PROPOSED
MAXIMUM
AGGREGATE
TITLE OF EACH CLASS OFFERING AMOUNT OF
OF SECURITIES TO BE REGISTERED PRICE REGISTRATION FEE
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<S> <C> <C>
Common Stock, par value $.01 per share.......... $ 62,111,375 $18,821.63
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</TABLE>
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This Registration Statement shall become effective upon filing with the
Commission in accordance with Rule 462(b) under the Securities Act of 1933.
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<PAGE>
INCORPORATION BY REFERENCE
This Registration Statement on Form S-3 is being filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended. The contents of the
Registration Statement on Form S-3 (Commission File No. 333-15487) filed by The
AES Corporation (the "Company") with the Securities and Exchange Commission, as
declared effective on December 4, 1996, are incorporated herein by reference.
EXHIBITS
The following exhibits are filed as part of this Registration Statement:
EXHIBIT
NUMBER DESCRIPTION
- -------- ------------------------------------------------------------------
5.1 -- Opinion of Davis Polk & Wardwell as to the legality of the securities.
23.1 -- Consent of Deloitte & Touche LLP.
23.2 -- Consent of Deloitte & Touche Tohmatsu.
23.3 -- Consent of Price Waterhouse.
23.4 -- Consent of Davis Polk (included in Exhibit 5.1).
24.1* -- Powers of Attorney.
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* Incorporated by reference to the Company's Registration Statement on Form S-3,
as amended (File No. 333-15487).
<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, Commonwealth of Virginia on July 16, 1997.
THE AES CORPORATION
By: /s/ Dennis W. Bakke
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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 July 16, 1997.
Signature Title Date
--------- ----- ----
* Chairman of the Board July 16, 1997
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Roger W. Sant
* President, Chief Executive Officer July 16, 1997
- -------------------------- and Director (Principal Executive
Dennis W. Bakke Officer)
* Director July 16, 1997
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Vicki-Ann Assevero
* Director July 16, 1997
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Dr. Alice F. Emerson
* Director July 16, 1997
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Robert F. Hemphill, Jr.
* Director July 16, 1997
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Frank Jungers
<PAGE>
* Director July 16, 1997
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Dr. Henry R. Linden
* Director July 16, 1997
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Russell E. Train
* Director July 16, 1997
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Thomas I. Unterberg
* Director July 16, 1997
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Robert H. Waterman, Jr.
/s/ Barry J. Sharp Vice President and Chief Financial July 16, 1997
- -------------------------- Officer (Principal Financial and
Barry J. Sharp Accounting Officer)
By: /s/ Barry J. Sharp
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Barry J. Sharp
Attorney-in-Fact
<PAGE>
INDEX TO EXHIBITS
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<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------ ----------- ------------
<S> <C>
5.1 -- Opinion of Davis Polk & Wardwell as to the legality of the securities.
23.1 -- Consent of Deloitte & Touche LLP.
23.2 -- Consent of Deloitte & Touche Tohmatsu.
23.3 -- Consent of Price Waterhouse.
23.4 -- Consent of Davis Polk (included in Exhibit 5.1).
24.1* -- Powers of Attorney.
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* Incorporated by reference to the Company's Registration Statement on Form S-3,
as amended (File No. 333-15487).
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EXHIBIT 5.1
[Davis Polk & Wardwell Letterhead]
July 16, 1997
The AES Corporation
1001 North 19th Street
Arlington, Virginia 22209
Ladies and Gentlemen:
We have acted as counsel in connection with the Company's Registration
Statement on Form S-3 (the "Registration Statement") filed with the Securities
and Exchange Commission pursuant to the Securities Act of 1933, as amended, for
the registration of the sale by the AES Corporation (the "Company") of shares of
common stock, par value $0.01 per share, (the "Common Stock") of the Company
(the "Shares").
The Shares will be issued and sold pursuant to an Underwriting
Agreement (the "Underwriting Agreement") to be entered into between the Company
and Salomon Brothers Inc. The Shares will be offered for sale to the public by
such Underwriters together with shares of the same class registered pursuant to
the Company's Registration Statement on Form S-3, as amended (File No.
333-15487), which was declared effective on December 4, 1996 (the "Initial
Registration Statement").
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates of
public officials and other instruments as we have deemed necessary for the
purposes of rendering this opinion.
On the basis of the foregoing, we are of the opinion that when such
shares of Common Stock are issued and delivered in accordance with the
applicable underwriting or other agreement, such shares of Common Stock will be
validly issued, fully paid and non-assessable.
<PAGE>
The AES Corporation -2- July 16, 1997
We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York, the federal laws of the
United States of America and the General Corporation Law of the State of
Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In addition, we consent to the reference to us under the
caption "Legal Matters" in the prospectus and prospectus supplement.
This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by or furnished to any other person without our prior written
consent.
Very truly yours,
/s/ Davis Polk & Wardwell
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 January 30, 1997, except for
the penultimate paragraph of Note 6, as to which the date is March 13, 1997, and
Note 13, as to which the date is June 30, 1997, appearing in the Current Report
on Form 8-K of The AES Corporation dated July 3, 1997. We also consent to the
reference to us under the heading "Experts" in the Prospectus and Prospectus
Supplement, which are part of such Registration Statement.
DELOITTE & TOUCHE LLP
Washington, D.C.
July 16, 1997
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this the 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 dated May 30, 1996, and to the reference to us under
the heading "Experts" in the Prospectus, which is part of such Registration
Statement.
DELOITTE TOUCHE TOHMATSU
Auditores Independentes
Rio de Janeiro, Brazil
July 16, 1997
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectuses
constituting part of the Registration Statement on Form S-3 of The AES
Corporation of our report dated February 28, 1997 relating to the financial
statements of Companhia Energetica de Mirna Garcia prepared as at and for the
years ended December 31, 1996 and 1995 prepared in accordance with accounting
principles generally accepted in Brazil, which appears in the Item 7 on form 8-K
of The AES Corporation dated July 16, 1997 and to the reference to us under the
heading "Experts" in the Prospectus and Prospectus Supplement which are part of
such Registration Statement.
Price Waterhouse
Auditores Independiences
Belo Horizonte, MG, Brazil
July 16, 1997
