<PAGE> 1
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-22513
[LOGO]
AES CHINA GENERATING CO. LTD.
3/F (W), GOLDEN BRIDGE PLAZA
NO. 1(A) JIANGUOMENWAI AVENUE
BEIJING 100020, PEOPLE'S REPUBLIC OF CHINA
NOTICE OF RESCHEDULED SPECIAL CLASS MEETING OF HOLDERS OF
CLASS A COMMON STOCK AND RESCHEDULED SPECIAL GENERAL MEETING
OF SHAREHOLDERS TO BE HELD ON APRIL 10, 1997
To Our Shareholders:
Notice is hereby given that a Special Class Meeting of Holders of Class A
Common Stock (the "Class A Meeting") of AES China Generating Co. Ltd., a Bermuda
company ("AES Chigen"), and a Special General Meeting of the Shareholders (the
"Special Meeting") of AES Chigen, will be held at 1001 North 19th Street,
Arlington, Virginia 22209, on April 10, 1997. The Class A Meeting will commence
at 9:30 a.m., local time, and the Special Meeting will commence immediately
after the conclusion of the Class A Meeting. The Class A Meeting and the Special
Meeting were originally scheduled to be held on March 31, 1997. The Class A
Meeting and the Special Meeting, and any adjournments or postponements thereof,
are being held for the following purpose:
To consider and vote upon the adoption and approval of the Amended and
Restated Agreement and Plan of Amalgamation dated as of November 12, 1996
(the "Amalgamation Agreement") among AES Chigen, The AES Corporation, a
Delaware corporation ("AES"), and AES Acquisition Co. Ltd., a Bermuda
company and a wholly-owned subsidiary of AES ("AES Sub"), pursuant to which
AES Sub will amalgamate with and into AES Chigen (the "Amalgamation"), and
each share of AES Chigen Class A Common Stock outstanding immediately prior
to the Amalgamation will be canceled in consideration of the right to
receive a fraction of a share of Common Stock, par value $0.01 per share,
of AES, determined as provided in the Amalgamation Agreement.
The Board of Directors of AES Chigen has determined that the Amalgamation
is in the best interests of the holders of Class A Common Stock. For purposes of
sec. 106 of the Companies Act 1981 of Bermuda, as amended, it has been
determined that the fair value of the AES Chigen Class A Common Stock is $13.05
which is the minimum value per share to be received by holders of AES Chigen
Class A Stock in the Amalgamation. Holders of AES Chigen Class A Common Stock
who do not vote in favor of the Amalgamation will have the right to seek an
appraisal of the fair value of their shares in connection with the completion of
the Amalgamation. See "Rights of Dissenting Shareholders" found on page 48 of
the Proxy Statement/Prospectus dated February 28, 1997, relating to the Class A
Meeting and the Special Meeting, as amended and supplemented by the accompanying
Supplement dated March 25, 1997.
Holders of Class A Common Stock and shareholders of record at the close of
business on February 18, 1997 will be entitled to notice of, and to vote at, the
Class A Meeting and the Special Meeting, respectively, and any adjournments or
postponements thereof. Whether or not you plan to attend, please sign, date and
return the enclosed proxy in the postage-paid envelope provided. The prompt
return of your proxy will assist us in preparing for the Class A Meeting and the
Special Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Jeffery A. Safford
JEFFERY A. SAFFORD
Vice President,
Chief Financial Officer
and Secretary
March 25, 1997
YOUR VOTE IS IMPORTANT
WHETHER OR NOT YOU EXPECT TO ATTEND THE CLASS A MEETING OR
THE SPECIAL MEETING, PLEASE SIGN, DATE AND RETURN THE ENCLOSED
PROXY IN THE POSTAGE-PAID ENVELOPE PROVIDED.
THE BOARD OF DIRECTORS OF AES CHINA GENERATING CO. LTD.
UNANIMOUSLY RECOMMENDS THAT HOLDERS OF THE AES CHIGEN CLASS A
COMMON STOCK AND THE SHAREHOLDERS VOTE TO APPROVE AND
ADOPT THE AMALGAMATION AGREEMENT.
<PAGE> 2
SUPPLEMENT
ISSUED MARCH 25, 1997
PROXY STATEMENT
(SUPPLEMENT)
AES CHINA GENERATING CO. LTD.
PROSPECTUS
(SUPPLEMENT)
THE AES CORPORATION
------------------------
This Supplement amends and supplements the Proxy Statement/Prospectus dated
February 28, 1997 (the "Proxy Statement/Prospectus"), relating to the Special
Class Meeting of Holders of AES China Generating Co. Ltd. ("AES Chigen") Class A
Common Stock (the "Class A Meeting") and the Special General Meeting of the
Shareholders of AES Chigen (the "Special Meeting"), both of which were
originally scheduled to be held on Monday, March 31, 1997 for the purpose of
approving and adopting the Amended and Restated Agreement and Plan of
Amalgamation, pursuant to which AES Acquisition Co. Ltd. ("AES Sub"), a Bermuda
company and wholly-owned subsidiary of The AES Corporation ("AES"), would be
amalgamated with and into AES Chigen. Shareholders may obtain an additional copy
of the Proxy Statement/Prospectus free of charge by calling Corporate Investor
Communications, Inc. at 1-201-896-1900. Capitalized terms not otherwise defined
herein shall have the meanings ascribed thereto in the Proxy
Statement/Prospectus.
The Class A Meeting and the Special Meeting have been rescheduled and will
be held on Thursday, April 10, 1997 at the time and place and for the purposes
specified in the accompanying notice. Holders of AES Chigen Class A Common Stock
and AES Chigen shareholders of record at the close of business on February 18,
1997 will be entitled to notice of, and to vote at, the Class A Meeting and the
Special Meeting, respectively, and any adjournments or postponements thereof.
This Supplement, the attached notice of the Class A Meeting and the Special
Meeting, and the enclosed form of proxy were first mailed to AES Chigen's
shareholders on or about March 25, 1997.
SUPPLEMENTAL INFORMATION
In the section of the Proxy Statement/Prospectus entitled "Recent
Developments -- AES Chigen," an error was made in the statement on page 69
regarding AES Chigen's net income for the fiscal year ended November 30, 1996;
the correct figure is $4.1 million. On January 31, 1997, AES Chigen issued a
press release in which it announced net income for the year ended November 30,
1996 of $4.1 million or $0.26 per share, compared to net income of $2.1 million
or $0.12 per share for 1995. Revenues for fiscal year 1996 amounted to $9.2
million compared to $1.4 million for fiscal year 1995. The increase in net
income for the year was primarily driven by AES Chigen's Wuxi Tin Hill facility
and by lower development expenses. Net income was offset in part by expenses
incurred (in the amount of approximately $1.4 million) in pursuing the proposed
amalgamation with AES. In addition, the press release disclosed the announcement
by AES on January 30, 1997 that it was increasing its offer to the holders of
AES Chigen Class A Common Stock by removing the possibility of a downward
adjustment to the 0.29 Exchange Ratio in the proposed Amalgamation in the event
that the price for AES Common Stock trades above $50 per share.
In the lawsuit described in "Risk Factors -- AES Risk Factors -- Litigation
Concerning the Amalgamation" found on page 15 and in "Recent
Developments -- Certain Litigation in Respect of the Amalgamation" found on page
70 of the Proxy Statement/Prospectus, an amended complaint was filed by the
plaintiff on March 7, 1997. The amended complaint seeks preliminarily and
permanently to enjoin AES from acquiring the outstanding shares of AES Chigen
which it does not already own. In addition, the amended complaint seeks
unspecified damages, including attorneys' fees and costs. Plaintiff's amended
complaint supplements the
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prior complaint and asserts claims that, among other things, AES breached its
duty of candor to the plaintiff class by issuing a materially false, misleading
and omissive Proxy Statement/Prospectus, which was filed with the Securities and
Exchange Commission on February 28, 1997 and furnished in connection with the
solicitation of proxies by the Board of Directors of AES Chigen. On March 13,
1997, counsel for the parties reached an agreement in principle to resolve the
lawsuit, subject to court approval and the satisfaction of certain other
conditions.
The sections of the Proxy Statement/Prospectus entitled
"Summary -- Comparative Per Share Data" (page 10), "Summary -- The AES
Corporation Summary Consolidated Financial Data" (page 11), "Summary -- AES
China Generating Co. Ltd. Summary Financial Data" (page 12), "The AES
Corporation Selected Consolidated Financial Data" (page 71) and "AES Chigen
Selected Financial Data" (page 74) have been updated to include information
contained in the audited financial statements for the fiscal year ended November
30, 1996 for AES Chigen and in the audited consolidated financial statements for
the fiscal year ended December 31, 1996 for AES which are incorporated herein by
reference. The updated information is as follows:
COMPARATIVE PER SHARE DATA
The following table sets forth certain historical per share data and
combined pro forma per share data for the AES Common Stock and the AES Chigen
Class A Common Stock on an unaudited pro forma basis after giving effect to the
Amalgamation as a purchase, assuming that the Exchange Ratio is 0.2900 (the
ratio calculated as if the Average Closing Price was not less than $45.00 per
share) and that approximately 2.4 million shares of AES Common Stock are issued
in the Amalgamation. This data should be read in conjunction with the selected
historical financial data and the separate historical financial statements of
AES and AES Chigen and notes thereto, included elsewhere or incorporated by
reference in the Proxy Statement/Prospectus, as amended and supplemented hereby.
<TABLE>
<CAPTION>
FISCAL YEAR 1995(1) FISCAL YEAR 1996(2)
--------------------------- ---------------------------
HISTORICAL PRO FORMA(3) HISTORICAL PRO FORMA(3)
---------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
NET INCOME PER SHARE:
AES (per share of AES Common Stock)....... $ 1.41 $ 1.38 $ 1.62 $ 1.60
AES Chigen (per share of AES Chigen Common
Stock/share equivalent)................ 0.12 0.40 0.26 0.46
CASH DIVIDENDS PER SHARE:
AES (per share of AES Common Stock)....... -- -- -- --
AES Chigen (per share of AES Chigen Common
Stock/share equivalent)................ -- -- -- --
BOOK VALUE PER SHARE:
AES (per share of AES Common Stock)....... 7.34 9.16 9.32 10.91
AES Chigen (per share of AES Chigen Common
Stock/share equivalent)................ 11.87 2.66 12.18 3.16
</TABLE>
- ---------------
(1) The 1995 fiscal year ended on December 31, 1995 for AES and on November 30,
1995 for AES Chigen.
(2) The 1996 fiscal year ended on December 31, 1996 for AES and on November 30,
1996 for AES Chigen.
(3) The pro forma net income per share information assumes 100% ownership of AES
Chigen and an additional 2.4 million shares of AES Common Stock outstanding
for both periods. The pro forma book value per share information assumes the
issuance of 2.4 million shares of AES Common Stock at $62 7/8 per share (the
closing price of AES Common Stock on March 10, 1997), or approximately $150
million in stockholders' equity. The AES Chigen pro forma per share
equivalent data was computed by multiplying the AES pro forma per share
information by the Exchange Ratio of 0.2900. See the section entitled "The
Amalgamation -- Terms of the Amalgamation" on page 29 of the Proxy
Statement/Prospectus.
2
<PAGE> 4
THE AES CORPORATION SUMMARY CONSOLIDATED FINANCIAL DATA(1)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------------------
1992 1993 1994 1995 1996
------ ------ ------ ------ ------
(IN MILLIONS, EXCEPT RATIO AND PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues...................................... $ 401 $ 519 $ 533 $ 679 $ 835
Operating costs and expenses.................. 246 323 297 426 557
Operating income.............................. 155 196 236 253 278
Interest expense.............................. 99 128 125 127 144
Income before income taxes and minority
interest.................................... 66 89 145 167 193
Net income.................................... 56 71 100 107 125
Net income per share.......................... 0.80 0.98 1.32 1.41 1.62
Weighted average shares outstanding........... 69 73 76 76 77
BALANCE SHEET DATA:
Total assets.................................. $1,552 $1,687 $1,915 $2,341 $3,622
Revolving bank loan (long-term)............... -- -- -- -- 125
Project finance debt (long-term).............. 1,146 1,075 1,019 1,098 1,558
Other notes payable (long-term)............... 50 125 125 125 325
Stockholders' equity.......................... 177 309 401 549 721
</TABLE>
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(1) The information for the five years ended December 31, 1996 has been derived
from AES's audited consolidated financial statements.
AES CHINA GENERATING CO. LTD. SUMMARY FINANCIAL DATA(1)
<TABLE>
<CAPTION>
PERIOD FROM
DECEMBER 7, 1993
(INCEPTION) TO FISCAL YEAR ENDED FISCAL YEAR ENDED
NOVEMBER 30, 1994 NOVEMBER 30, 1995 NOVEMBER 30, 1996
----------------- ----------------- -----------------
(IN MILLIONS, EXCEPT RATIO AND PER SHARE DATA)
<S> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues.................................. $ -- $ 1.4 $ 9.2
Operating costs and expenses.............. 7.0 9.9 8.9
Operating income (loss)................... (7.0) (8.5) 0.3
Interest income, net...................... 6.6 10.5 5.2
Income (loss) before income taxes and
minority interest....................... (0.4) 2.2 4.8
Net income (loss)......................... (0.4) 2.1 4.1
Net income (loss) per share............... (0.03) 0.12 0.26
Weighted average shares outstanding....... 15 17 16
BALANCE SHEET DATA:
Total assets.............................. $ 210.9 $ 229.9 $ 280.7
Loans from minority partners.............. -- 7.0 36.3
Other notes payable....................... -- 1.0 2.9
Shareholders' equity...................... 201.6 187.6 190.4
</TABLE>
- ---------------
(1) The information for the period from December 7, 1993 (inception) to November
30, 1994 and the fiscal years ended November 30, 1995 and 1996 has been
derived from AES Chigen's audited consolidated financial statements.
3
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THE AES CORPORATION
SELECTED CONSOLIDATED FINANCIAL DATA
The following table summarizes certain selected consolidated financial
data, which should be read in conjunction with AES's consolidated financial
statements and related notes and which are incorporated by reference herein. The
selected consolidated financial data as of and for each of the five years in the
period ended December 31, 1996 have been derived from the audited consolidated
financial statements of AES.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------------------
1992 1993 1994 1995 1996
------ ------ ------ ------ ------
(IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues...................................... $ 401 $ 519 $ 533 $ 679 $ 835
Net income.................................... 56 71 100 107 125
Net income per share.......................... 0.80 0.98 1.32 1.41 1.62
Cash dividends per share...................... 0.39 0.58 -- -- --
BALANCE SHEET DATA:
Total assets.................................. $1,552 $1,687 $1,915 $2,341 $3,622
Project financing debt (long-term)............ 1,146 1,075 1,019 1,098 1,558
Revolving bank loan (long-term)............... -- -- -- -- 125
Other notes payable (long-term)............... 50 125 125 125 325
</TABLE>
AES CHIGEN
SELECTED FINANCIAL DATA
The selected financial data presented below for the period from December 7,
1993 (inception) to November 30, 1994 and the fiscal years ended November 30,
1995 and 1996 for AES Chigen were derived from the audited consolidated
financial statements contained in AES Chigen's Annual Reports on Form 10-K for
the years ended November 30, 1995 and 1996. The data below should be read in
conjunction with the audited consolidated financial statements of AES Chigen,
and the related notes thereto, incorporated by reference herein.
<TABLE>
<CAPTION>
PERIOD FROM
DECEMBER 7, 1993
(INCEPTION) TO FISCAL YEAR ENDED FISCAL YEAR ENDED
NOVEMBER 30, 1994 NOVEMBER 30, 1995 NOVEMBER 30, 1996
----------------- ----------------- -----------------
(IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenues.................................. $ -- $ 1.4 $ 9.2
Net income/(loss)......................... (0.4) 2.1 4.1
Net income/(loss) per share............... (0.03) 0.12 0.26
BALANCE SHEET DATA:
Total assets.............................. $ 210.9 $ 229.9 $ 280.7
Loans from minority partners.............. -- 7.0 36.3
</TABLE>
4
<PAGE> 6
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
AES's Current Report on Form 8-K dated March 12, 1997, as filed with the
Securities and Exchange Commission (the "Commission"), which contains the
audited financial statements of AES for the year ended December 31, 1996, is
incorporated by reference in the Proxy Statement/Prospectus, as amended and
supplemented hereby.
AES Chigen's Annual Report on Form 10-K for the fiscal year ended November
30, 1996 filed with the Commission on February 28, 1997, as amended by Amendment
No. 1 on Form 10-K/A to AES Chigen's Annual Report on Form 10-K for the fiscal
year ended November 30, 1996 and filed with the Commission on March 24, 1997, is
incorporated by reference in the Proxy Statement/Prospectus, as amended and
supplemented hereby.
COPIES OF AES'S CURRENT REPORT ON FORM 8-K DATED MARCH 12, 1997, AS FILED
WITH THE COMMISSION, ARE AVAILABLE, WITHOUT CHARGE, TO ANY PERSON, INCLUDING ANY
BENEFICIAL OWNER, TO WHOM THE PROXY STATEMENT/PROSPECTUS, AS AMENDED AND
SUPPLEMENTED HEREBY, IS DELIVERED, ON WRITTEN OR ORAL REQUEST TO THE AES
CORPORATION, 1001 NORTH 19TH STREET, ARLINGTON, VIRGINIA 22209 (703) 522-1315,
ATTENTION: SECRETARY. COPIES OF THE AES CHIGEN ANNUAL REPORT ON FORM 10-K FOR
THE FISCAL YEAR ENDED NOVEMBER 30, 1996 AND AMENDMENT NO. 1 ON FORM 10-K/A TO
AES CHIGEN'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED NOVEMBER 30,
1996 (OTHER THAN EXHIBITS THERETO UNLESS SUCH EXHIBITS ARE SPECIFICALLY
INCORPORATED BY REFERENCE) ARE AVAILABLE, WITHOUT CHARGE, TO ANY PERSON,
INCLUDING ANY BENEFICIAL OWNER, TO WHOM THE PROXY STATEMENT/PROSPECTUS, AS
AMENDED AND SUPPLEMENTED HEREBY, IS DELIVERED, ON WRITTEN OR ORAL REQUEST, TO
AES CHINA GENERATING CO. LTD., 9/F., ALLIED CAPITAL RESOURCES BUILDING, 32-38
ICE HOUSE STREET, CENTRAL, HONG KONG, (852) 2842-5111, ATTENTION: SECRETARY. IN
ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE NO
LATER THAN FIVE DAYS PRIOR TO THE DATE OF THE CLASS A MEETING AND THE SPECIAL
MEETING.
OTHER INFORMATION
A new proxy card has been enclosed in the event that you have already
returned a proxy, but now wish to change your vote. By completing, signing and
dating this new proxy form and returning it in the enclosed envelope, your prior
proxy will be automatically revoked and your vote on the new proxy form will be
counted. THERE IS NO NEED TO RETURN AN ADDITIONAL PROXY CARD IF YOU HAVE ALREADY
SENT IN YOUR PROXY AND DO NOT WISH TO CHANGE YOUR VOTE. If you are able to
attend the Class A Meeting and/or the Special Meeting, you may revoke your proxy
and vote in person if you wish.
5
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AES CHINA PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
GENERATING CO. LTD.
Special Class Meeting of the Holders of Class A Common Stock to be held
Thursday, April 10, 1997 at 9:30 a.m. and Special General Meeting of
Shareholders, immediately following the Special Class Meeting, at 1001 North
19th Street, Arlington, Virginia 22209.
The undersigned hereby appoints Mr. Jeffery A. Safford, Mr. Paul T. Hanrahan and
Mr. Edward C. Hall, III, or any of them as proxies, with the power to appoint
his substitute, and hereby authorizes them to represent and to vote, as
designated below, all the shares of Class A Common Stock of AES China Generating
Co. Ltd. held of record by the undersigned at close of business on February 18,
1997 at the Special Class Meeting of the Holders of Class A Common Stock and the
Special General Meeting of Shareholders, each to be held on April 10, 1997, and
at any adjournments and postponements thereof.
<TABLE>
<S> <C>
PROPOSAL at the Special Class Meeting and the Special General Meeting: To adopt and approve the Amended and Restated
Amalgamation Agreement pursuant to which AES Acquisition
Co. Ltd. will amalgamate with and into AES China
Generating Co. Ltd.
</TABLE>
The Board of Directors recommends a vote FOR the Proposal at the Special Class
Meeting of the Holders of Class A Common Stock.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
The Board of Directors recommends a vote FOR the Proposal at the Special General
Meeting of Shareholders.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Continued on other side)
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(continued from other side)
The submission of this proxy if properly executed revokes all other proxies.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED
SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSAL
ABOVE AT EACH OF THE MEETINGS.
Receipt of the Notice of Special Class Meeting of Holders of Class A Common
Stock and Special General Meeting of Shareholders and accompanying Proxy
Statement/Prospectus is hereby acknowledged.
DATE:
------------------------------ , 1997
------------------------------------------
(Signature of Shareholder)
Please sign exactly as your
name appears at left.
PLEASE BE CERTAIN YOU DATE THIS PROXY AT THE TIME YOU SIGN IT.
