AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 14, 1997
REGISTRATION NO. 333-22513
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------
POST EFFECTIVE
AMENDMENT NO. 1
to
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
---------------------------------
THE AES CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 4911 54-1163725
---------------- ----------------------------- ----------------------
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification Number)
incorporation or
organization)
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
Vice President and
Chief Financial Officer
THE AES CORPORATION
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)
---------------------------------
COPIES TO:
PHILIP D. BEAUMONT, ESQ. DAVID J. FRIEDMAN, ESQ.
CHADBOURNE & PARKE LLP SKADDEN, ARPS, SLATE,
30 ROCKEFELLER PLAZA MEAGHER & FLOM LLP
NEW YORK, NEW YORK 10112 919 THIRD AVENUE
(212) 408-5100 NEW YORK, NEW YORK 10022
(212) 735-3000
<PAGE>
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 , 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 , 1997. The Class A Meeting
will commence at 1 p.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 ss. 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 , 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
Jeffery A. Safford
Vice President, Chief
Financial Officer and Secretary
March [ ], 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>
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 , April , 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 , 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
<PAGE>
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 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:
<PAGE>
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>
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.
<PAGE>
THE AES CORPORATION SUMMARY CONSOLIDATED FINANCIAL DATA(1)
<TABLE>
Year Ended December 31,
In millions, except ratio
and per share data 1992 1993 1994 1995 1996
------ ------ ------ ------ ------
<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>
- ----------------------------
(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)
In millions, except ratio and per share
data
<TABLE>
Period From Fiscal Year Fiscal Year
December 7, 1993 Ended Ended
(inception) to November 30, November 30,
November 30, 1994 1995 1996
------------------ ------------ -------------
<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>
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(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.
<PAGE>
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>
Year Ended December 31,
------------------------------------------------------
In millions, except per share 1992 1993 1994 1995 1996
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>
<PAGE>
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>
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>
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 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 (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
<PAGE>
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.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under AES's By-Laws, and in accordance with Section 145 of the Delaware
General Corporation Law (the "GCL"), AES shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than any action or suit by or in the right of AES to
procure a judgment in its favor, which is hereinafter referred to as a
"derivative action") by reason of the fact that such person is or was a
director, officer or employee of AES, or is or was serving in such capacity or
as agent at the request of AES for another entity, to the full extent authorized
by Delaware law, against expenses (including, but not limited to, attorneys'
fees), judgments, fines and amounts actually and reasonably incurred in
connection with the defense or settlement of such action, suit or proceeding if
such person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of AES, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe was unlawful.
Agents of AES may be similarly indemnified, at the discretion of the Board of
Directors.
Under Section 145 of the GCL, a similar standard of care is applicable
in the case of derivative actions, except that indemnification only extends to
expenses (including attorneys' fees) incurred in connection with the defense or
settlement of such an action and then, where the person is adjudged to be liable
to AES, only if and to the extent that the Court of Chancery of the State of
Delaware or the court in which such action was brought determines that such
person is fairly and reasonably entitled to such indemnity and only for such
expenses as the court shall deem proper.
Pursuant to AES's By-Laws, a person eligible for indemnification may
have the expenses incurred in connection with any matter described above paid in
advance of a final disposition by AES. However, such advances will only be made
upon the delivery of an undertaking by or on behalf of the indemnified person to
repay all amounts so advanced if it is ultimately determined that such person is
not entitled to indemnification.
In addition, under AES's By-Laws, AES may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of AES or of another corporation against any liability asserted against
and incurred by such person in such capacity, or arising out of the person's
status as such whether or not AES would have the power or the obligation to
indemnify such person against such liability under the provisions of AES's
By-Laws.
ITEM 21. EXHIBITS.
EXHIBIT NO. DESCRIPTION
2.1 Amended and Restated Agreement and Plan of Amalgamation dated as of
November 12, 1996 among The AES Corporation, AES Acquisition Co. Ltd.
and AES China Generating Co. Ltd. (included as Appendix A to the Proxy
Statement/Prospectus dated February 28, 1997). (1)
3.1 Amended and Restated Certificate of Incorporation of the AES Corporation
(incorporated by reference to Exhibit 3.1 to the Registration Statement
on Form S-1 (Registration No. 33-40483)).
3.2 By-laws of The AES Corporation, as amended. (1)
5. Opinion of Chadbourne & Parke LLP regarding the legality of the
securities being registered. (1)
8. Opinion of Chadbourne & Parke LLP regarding tax matters. (1)
23.1 Consent of Independent Auditors for The AES Corporation, Deloitte &
Touche LLP.
<PAGE>
23.2 Consent of Independent Auditors for AES China Generating Co. Ltd.,
Deloitte Touche Tohmatsu.
23.3 Consent of Independent Auditors for Light - Servicos de Electridade
S.A., Deloitte Touche Tohmatsu.
23.4 Consent of Chadbourne & Parke, LLP (included in its opinions filed as
Exhibits 5 and 8 as part of initial filing).
23.5 Consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated. (1)
24 Power(s) of Attorney. (1)
99.1 AES Chigen Proxy Card. (1)
99.2 AES Chigen Proxy Card.
- -------------------------------
(1) Previously filed with the Commission on February 28, 1997 as part of
initial filing.
ITEM 22. UNDERTAKINGS.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
The undersigned registrant hereby undertakes as follows: that prior to
any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
The registrant undertakes that every prospectus: (i) that is filed
pursuant to the paragraph immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used
in connection with an offering of securities subject to Rule 415, will be filed
as part of an amendment to the registration statement and will not be used until
such amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
<PAGE>
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
The undersigned hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Post- Effective Amendment No. 1 to the
Registration Statement on Form S-4 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Arlington, Commonwealth
of Virginia, on March 14, 1997.
THE AES CORPORATION
By: /s/ Dennis W. Bakke
--------------------------------------------
Name: Dennis W. Bakke
Title: President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement on Form S-4 has
been signed below by the following persons in the capacities indicated on March
14, 1997.
SIGNATURE TITLE
/s/ Roger W. Sant * Chairman of the Board
- ---------------------------------
(Roger W. Sant)
/s/ Dennis W. Bakke President, Chief Executive Officer
- --------------------------------- (principal executive officer)
(Dennis W. Bakke) and Director
- ---------------------------------
(Vickie-Ann Assevero) Director
/s/ Dr. Alice F. Emerson *
- ---------------------------------
(Dr. Alice F. Emerson) Director
/s/ Robert F. Hemphill, Jr. *
- ---------------------------------
(Robert F. Hemphill, Jr.) Director
/s/ Frank Jungers *
- ---------------------------------
(Frank Jungers) Director
/s/ Dr. Henry R. Linden *
- ---------------------------------
(Dr. Henry R. Linden) Director
- ---------------------------------
(John H. McArthur) Director
/s/ Russell E. Train *
- ---------------------------------
(Russell E. Train) Director
/s/ Thomas I. Unterberg *
- ---------------------------------
(Thomas I. Unterberg) Director
/s/ Robert H. Waterman, Jr. *
- ---------------------------------
(Robert H. Waterman, Jr.) Director
/s/ Barry J. Sharp Vice President and Chief Financial
- --------------------------------- Officer (principal financial
(Barry J. Sharp) and accounting officer)
*By: /s/ William R. Luraschi
-----------------------------
William R. Luraschi
Attorney-in-fact
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DOCUMENT SEQUENTIALLY
NUMBERED PAGE
2.1 Amended and Restated Agreement and Plan of
Amalgamation dated as of November 12, 1996 among The
AES Corporation, AES Acquisition Co. Ltd. and AES
China Generating Co. Ltd. (included as Appendix A to
the Proxy Statement/Prospectus). (1)
3.1 Amended and Restated Certificate of Incorporation of
the AES Corporation (incorporated by reference to
Exhibit 3.1 to the Registration Statement on Form S-1
(Registration No. 33-40483)).
3.2 By-laws of The AES Corporation, as amended. (1)
5. Opinion of Chadbourne & Parke LLP regarding the
legality of the securities being registered. (1)
8. Opinion of Chadbourne & Parke LLP regarding tax
matters. (1)
23.1 Consent of Independent Auditors for The AES
Corporation, Deloitte & Touche LLP.
23.2 Consent of Independent Auditors for AES China
Generating Co. Ltd., Deloitte Touche Tohmatsu.
23.3 Consent of Independent Auditors for Light Servicos
Electridade S.A., Deloitte Touche Tohmatsu.
23.4 Consent of Chadbourne & Parke, LLP (included in its
opinions filed as Exhibits 5 and 8 as part of initial
filing).
23.5 Consent of Merrill Lynch, Pierce, Fenner & Smith
Incorporated. (1)
24 Power(s) of Attorney. (1)
99.1 AES Chigen Proxy Card. (1)
99.2 AES Chigen Proxy Card.
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(1) Previously filed with the Commission on February 28, 1997 as part of
initial filing.
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement No. 333-22513 of The AES Corporation on Form S-4
of our report dated January 30, 1997, except for Note 13, as to which the date
is February 18, 1997, appearing in the Current Report on Form 8-K of The AES
Corporation dated March 12, 1997. We also consent to the reference to us under
the heading "Experts" in the Proxy Statement/Prospectus, which is part of such
Registration Statement.
DELOITTE & TOUCHE LLP
Washington, D.C.
March 13, 1997
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement No. 333-22513 of The AES Corporation on Form S-4
of our report dated January 31, 1997, appearing in the Annual Report on Form
10-K of AES China Generating Co. Ltd. for the year ended November 30, 1996, and
to the reference to us under the heading "Experts" in the Proxy
Statement/Prospectus, which is part of such Registration Statement.
DELOITTE TOUCHE TOHMATSU
Hong Kong
March 13, 1997
Exhibit 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement No. 333-22513 of The AES Corporation on Form S-4
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 Proxy Statement/Prospectus, which is part of such Registration
Statement.
DELOITTE TOUCHE TOHMATSU
Auditores Independentes
Rio de Janeiro, Brazil
March 13, 1997
EXHIBIT 99.2
AES China PROXY
Generating Co. Ltd.
Special Class Meeting of the Holders of Class A Common Stock to be held ______,
April [__], 1997 at 1:00 p.m. and Special General Meeting of Shareholders,
immediately following the Special Class Meeting, at 1001 North 19th Street,
Arlington, Virginia 22209.
This Proxy is Solicited on Behalf of the Board of Directors
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
[__], 1997, and at any adjournments and postponements thereof.
PROPOSAL at the Special Class Meeting To adopt and approve the Amended
and the Special General Meeting: and Restated Amalgamation Agreement
pursuant to which AES Acquisition Co.
Ltd. will amalgamate with and into AES
China Generating Co. Ltd.
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 Rescheduled Special Class Meeting of Holders of Class A
Common Stock and Rescheduled Special General Meeting of Shareholders and
accompanying Supplement to the 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.
