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
August 18, 1997 (July 28, 1997)
-----------------------------------------------------------------------
Date of Report (Date of earliest event reported)
THE AES CORPORATION
-----------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-19281 54-1163725
-----------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1001 North 19th Street Arlington, Virginia 22209
-----------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (703) 522-1315
--------------
<PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
- ------ ------------
Stock Split
On July 15, 1997, The AES Corporation (the "Company") announced a
two-for-one split of its common stock, par value $.01 per share (the "Common
Stock"), in the form of a stock dividend (the "Stock Dividend"). The Stock
Dividend will entitle each stockholder of record of the Common Stock on July 28,
1997 to receive one share of Common Stock for every share of the Common Stock
held on the record date. The Stock Dividend will be payable on August 28, 1997.
A copy of the press release announcing the Stock Dividend is attached hereto as
Exhibit 20.
Additional Shares Registered as a Result of Stock Dividend
Pursuant to Rule 416(b) under the Securities Act of 1933 (the
"Securities Act"), the number of shares of the Common Stock registered for sale
under the Securities Act by the following Registration Statement on Form S-3
will be deemed to be increased by the Stock Dividend to cover the additional
shares resulting from the application of the Stock Dividend to the registered
shares of the Common Stock remaining unsold under the following Registration
Statement as of the August 28, 1997 payable date for the Stock Dividend:
Pre-Dividend
Shares Post-Dividend
Registration Statement Registered Shares Registered
The AES Corporation,
Amendment No. 1 to
Registration Statement
on Form S-3 (Reg. No.
33-95046) 716,788 1,433,576
2
<PAGE>
The foregoing Registration Statement, which incorporates by reference
this Report on Form 8-K, is hereby amended pursuant to Rule 416(b) under the
Securities Act to increase the amount of shares of the Common Stock registered
thereunder to reflect the Stock Dividend.
Amendment to Warrant Agreement
The Company hereby files Amendment No. 1 ("Amendment No. 1") dated as
of August 13, 1997, to the Warrant Agreement, dated as of July 31, 1995 (the
"Warrant Agreement") between the Company and First Chicago Trust Company of New
York, as Warrant Agent. Amendment No. 1 amends the Warrant Agreement by
correcting a defect in Section 10.1 thereof whereby part of the provision for
mechanical adjustment to the terms of the Warrants upon the occurrence of
certain events specified therein was inadvertently omitted from the Warrant
Agreement. A copy of Amendment No. 1 is attached hereto as Exhibit 4.1.
Item 7. Financial Statements and Exhibits.
- ------ ---------------------------------
(c) Exhibits.
---------
The following exhibits are filed herewith:
4.1 Amendment No. 1, dated as of August 13, 1997
to Warrant Agreement, dated as of July 31,
1995 between The AES Corporation and First
Chicago Trust Company of New York, as Warrant
Agent.
20 Press release of The AES Corporation dated
July 15, 1997 with respect to a two-for-one
split of its outstanding common stock.
3
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this Current 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
Date: August 18, 1997
4
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit Numbered Page
4.1 Amendment No. 1, dated as of 6
August 13, 1997 to Warrant
Agreement, dated as of July 31,
1995 between The AES Corporation
and First Chicago Trust Company
of New York, as Warrant Agent.
20 Press release of The AES 8
Corporation dated July 15, 1997
with respect to a two-for-one
split of its outstanding common
stock.
5
Exhibit 4.1
AMENDMENT NO. 1, dated as of August 13, 1997, ("Amendment No. 1") to
the WARRANT AGREEMENT dated as of July 31, 1995 (the "Warrant Agreement")
between THE AES CORPORATION, a Delaware corporation (the "Company"), and FIRST
CHICAGO TRUST COMPANY OF NEW YORK, as warrant agent (the "Warrant Agent").
WHEREAS, the Warrant Agreement sets forth, among other things, the
terms and conditions upon which the Warrants were issued to the Holders;
WHEREAS, the Company and the Warrant Agent desire to amend the Warrant
Agreement to cure a defect therein;
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration the sufficiency of which are hereby acknowledged, the
Company and the Warrant Agent hereby agree as follows:
Section 1. Amendment. The Warrant Agreement is hereby amended as
follows:
(a) Section 2.1 is hereby amended by deleting the word "is" in the
sixth line thereof and replacing it with the phrase "and the number of
Warrant Shares issuable upon the exercise of each Warrant are".
(b) Section 10.1 is hereby amended by adding, after Section 10.1(j),
the following new paragraph:
"(k) Upon each adjustment of the Warrant Price pursuant to this
Section 10.1, the number of Warrant Shares issuable upon the exercise
of each Warrant shall be the number derived by multiplying the number
of Warrant Shares issuable immediately prior to such adjustment by the
Warrant Price in effect prior to such adjustment and dividing the
product so obtained by the applicable adjusted Warrant Price."
(c) Section 10.3 is hereby amended by deleting the word "is" in the
second line thereof and replacing it with the phrase "and the number of
Warrant Shares issuable upon the exercise of each Warrant are".
Section 2. Effect. On and after the effective date of this Amendment
No. 1, each reference in the Warrant Agreement to "this Agreement", "hereunder",
"hereof", or words of like import, shall mean and be a reference to the Warrant
Agreement, as amended or otherwise modified by this Amendment No. 1 (as in
effect on the effective date of this Amendment No. 1). The Warrant Agreement (as
amended or otherwise modified by this Amendment No. 1) shall continue to be in
full force and effect.
6
<PAGE>
Section 3. Successors. All the covenants and provisions of this
Amendment No. 1 by or for the benefit of the Company or the Warrant Agent shall
bind and inure to the benefit of their respective successors and assigns
hereunder.
Section 4. Applicable Law. This Amendment No. 1 and each Warrant issued
hereunder shall be governed by and construed in accordance with the laws of the
State of Delaware, applicable to contracts made and to be performed within such
State, without giving effect to principles of conflicts of laws. The parties
consent to the exclusive jurisdiction of the state and federal courts located in
Wilmington, Delaware, in all cases arising out of this Amendment No. 1 or the
subject matter thereof, and to the service of process of such courts.
Section 5. Benefits of this Amendment No. 1. Nothing in this Amendment
No. 1 shall be construed to give to any person or corporation other than the
Company, the Warrant Agent, and the Holders any legal or equitable right, remedy
or claim under this Amendment No. 1; this Amendment No. 1 shall be for the sole
and exclusive benefit of the Company, the Warrant Agent and the Holders of the
Warrants.
Section 6. Counterparts. This Amendment No. 1 may be executed in
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.
Section 7. Captions. The captions of the Sections and subsections of
this Amendment No. 1 have been inserted for convenience only and shall have no
substantive effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be duly executed, all as of the day and year first above written.
THE AES CORPORATION
By: /s/ William R. Luraschi
Name: William R. Luraschi
Title: General Counsel and
Secretary
FIRST CHICAGO TRUST COMPANY OF
NEW YORK
By: /s/ James R. Kuzmich
Name: James R. Kuzmich
Title: Assistant Vice
President
7
Exhibit 20
AES
The Global Power Company NEWS RELEASE
Contact: Kenneth R. Woodcock
FOR IMMEDIATE RELEASE (703) 522-1315
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 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
8
<PAGE>
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 entreprenuership 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.
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 (pound)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,
9
<PAGE>
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.
* * * * *
For more general information visit our web site at www.aesc.com or
contact investor relations at [email protected] The list aes-pr-announce is an
automated mailing list and can be found on the investing page of our web site.
Those who subscribe to this list will receive updates when AES issues a press
release.
