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
Date of Report (date of earliest event reported): November 10, 1997
THE AES CORPORATION
(exact name of registrant as specified in its charter)
DELAWARE 0-19281 54-1163725
(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
1001 North 19th Street, Suite 2000
Arlington, Virginia 22209
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code:
(703) 522-1315
NOT APPLICABLE
(Former Name or Former Address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On October 27, 1997, a subsidiary of AES acquired approximately 90% of
the common shares of Companhia Centro-Oeste de Distribuica de Energia Eletrica
("CCODEE"), the electric distribution company serving the central and western
sections of the State of Rio Grande do Sul in Brazil, for a total purchase price
of approximately $1.37 billion. The acquisition was financed with the proceeds
of (i) $250 million of revolving credit borrowings under the Company's senior
credit facility (the commitments under which were temporarily increased from
$425 million to $600 million), (ii) $550 million of short term loans under a
bridge loan facility provided by affiliates of J.P. Morgan Securities, Inc.,
Donaldson, Lufkin & Jenrette Securities, Inc., Salomon Brothers Inc and
Unterberg Harris and (iii) $630 million of non-recourse financing provided by
Bank Boston and ANZ Investment Bank as co-arrangers. AES purchased the shares of
CCODEE from the State of Rio Grande do Sul in a partial privatization of
Companhia Estadual de Energia Eletrica ("CEEE"), the integrated utility of Rio
Grande do Sul. All of the remaining shares of CCODEE will be owned by its
employees. CCODEE currently serves approximately 800,000 customers or
approximately 31.3% of the population of the State of Rio Grande do Sul on sales
of 5,772 gigawatt hours of electricity.
Item 7. Financial Statements and Exhibits.
a. Financial statements of businesses acquired.
The required financial statements for CCODEE will be filed on or before
January 9, 1998.
b. Pro forma financial information.
The required pro forma financial information for CCODEE will be filed
on or before January 9, 1998.
Item 9. Sales of Equity Securities Pursuant to Regulation S.
In connection with the acquisition of the shares of CCODEE, on October 29,
1997, AES Trust II, a wholly-owned subsidiary of AES, sold 6,000,000 of its
$2.75 Term Convertible Securities, Series B ("TECONS"), liquidation amount $50
per security, for $50.00 per TECONS (for an aggregate of $300,000,000) in a
private placement pursuant to Rule 144 and Regulation S under the Securities Act
of 1933, as amended. J.P. Morgan Securities Inc., Donaldson, Lufkin & Jenrette
Securities Corporation and Unterberg Harris acted as initial purchasers (the
"Initial Purchasers") in the private placement. The Initial Purchasers were paid
by the Company, as compensation for their services, $1.375 per TECONS (or
$8,250,000 in the aggregate). Each TECONS is convertible at any time prior to
the close of business on September 30, 2012 (or, in the case of TECONS called
for redemption, prior to the close of business on the business day prior to the
applicable redemption date) at the option of the holder into shares of common
stock, par value $.01 per share, of AES (the "AES Common Stock") at the rate of
0.8914 shares of AES Common Stock for each TECONS, subject to adjustment in
certain circumstances.
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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/s/ WILLIAM R. LURASCHI
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WILLIAM R. LURASCHI
GENERAL COUNSEL AND SECRETARY
Dated: November 10, 1997
