FILED PURSUANT TO RULE 424B3
REGISTRATION NUMBER 333-39857
SUBJECT TO COMPLETION, DATED MAY 24, 1999
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED NOVEMBER 19, 1997)
[GRAPHIC OMITTED]
$450,000,000
THE AES CORPORATION
% SENIOR NOTES DUE 2009
----------
The Senior Notes will bear interest at the rate of % per year. Interest
on the Senior Notes is payable on and of each year, beginning on ,
1999. The Senior Notes will mature on , 2009. The AES Corporation may redeem
some or all of the Senior Notes at any time. The redemption prices are
discussed under the caption "Description of Notes -- Optional Redemption."
The Senior Notes will be unsecured senior obligations of The AES
Corporation and will rank equally with all of The AES Corporation's other
unsecured senior indebtedness.
----------
INVESTING IN THE SENIOR NOTES INVOLVES CERTAIN RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 5.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus supplement or the related prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
----------
<TABLE>
<CAPTION>
PER SENIOR NOTE TOTAL
----------------- ------------
<S> <C> <C>
Public Offering Price % $
Underwriting Discount % $
Proceeds to AES (before expenses) % $
Interest on the Senior Notes will accrue from , 1999 to the date of
delivery.
</TABLE>
----------
The underwriters are offering the Senior Notes subject to various
conditions. The underwriters expect to deliver the Senior Notes to purchasers
on or about , 1999.
----------
SALOMON SMITH BARNEY
J.P. MORGAN & CO.
BANC OF AMERICA SECURITIES LLC
, 1999
The information in this prospectus supplement is not complete and may be
changed. This prospectus supplement is not an offer to sell these securities
and it is not soliciting an offer to buy these securities in any state where
the offer or sale is not permitted.
<PAGE>
You should rely only on the information contained in or incorporated by
reference in this Prospectus Supplement and the accompanying Prospectus. The
AES Corporation has not authorized anyone to provide you with different
information. The AES Corporation is not making an offer of these securities in
any state where the offer is not permitted. You should not assume that the
information provided by this Prospectus Supplement or the accompanying
Prospectus is accurate as of any date other than the date on the front of this
Prospectus Supplement.
TABLE OF CONTENTS
<TABLE>
<S> <C>
PROSPECTUS SUPPLEMENT
Page
---
Special Note Regarding Forward Looking Statements ........................ S-3
Offering Summary ......................................................... S-4
The Company .............................................................. S-5
Recent Developments ...................................................... S-6
Use of Proceeds .......................................................... S-7
Capitalization ........................................................... S-8
Selected Consolidated Financial Data ..................................... S-9
Description of Notes ..................................................... S-11
Certain U.S. Federal Income Tax Considerations ........................... S-15
Underwriting ............................................................. S-18
Legal Matters ............................................................ S-19
Experts .................................................................. S-19
PROSPECTUS
Available Information .................................................... 1
Incorporation of Certain Documents by Reference .......................... 1
Use of Proceeds .......................................................... 2
Ratio of Earnings to Fixed Charges ....................................... 2
The Company .............................................................. 3
Outlook .................................................................. 3
Strategy ................................................................. 4
Risk Factors ............................................................. 5
Description of Capital Stock ............................................. 11
Description of Debt Securities ........................................... 15
Description of Stock Purchase Contracts and Stock Purchase Units ......... 24
Plan of Distribution ..................................................... 24
Legal Matters ............................................................ 25
Experts .................................................................. 25
</TABLE>
<PAGE>
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
Some of the statements under the captions "The Company", "Risk Factors",
"Discussion and Analysis of Financial Condition and Results of Operations" and
"Business" included or incorporated by reference in the accompanying Prospectus
and elsewhere in this Prospectus Supplement constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 ("Reform Act"). These statements involve known and unknown risks,
uncertainties and other factors which may cause our or our industry's actual
results, performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the following
factors, as well as those factors discussed in the section entitled "Risk
Factors" in the accompanying Prospectus and those discussed elsewhere in our
filings with the Securities and Exchange Commission, including:
o changes in company-wide operation and plant availability compared to our
historical performance;
o changes in our historical operating cost structure, including changes in
various costs and expenses;
o political and economic considerations in certain non-U.S. countries where
we are conducting or seeking to conduct business;
o restrictions on foreign currency convertibility and remittance abroad,
exchange rate fluctuations and developing legal systems;
o regulation and restrictions;
o legislation intended to promote competition in U.S. and non-U.S.
electricity markets;
o tariffs;
o governmental approval processes;
o environmental matters;
o construction, operating and fuel risks;
o load growth, dispatch and transmission constraints;
o conflict of interest of contracting parties; and
o adherence to our principles.
S-3
<PAGE>
OFFERING SUMMARY
The following information is qualified entirely by, and should be read in
conjunction with, the more detailed information appearing elsewhere in and
incorporated by reference into this Prospectus Supplement and the accompanying
Prospectus.
SENIOR NOTES OFFERED... We are offering $450,000,000 aggregate principal
amount of our % Senior Notes due , 2009.
Interest on the Senior Notes will be payable
semiannually on and , commencing on ,
1999.
RECORD DATE............. The regular record date for each interest payment
date will be the close of business on the 15th
calendar day prior to such interest payment date.
RANKING.................. The Senior Notes will be our direct, unsecured and
unsubordinated obligations, ranking pari passu with
all of our other unsecured and unsubordinated
obligations. The indenture and the supplemental
indenture under which the Senior Notes will be
issued contain no restrictions on the amount of
additional indebtedness we may incur.
OPTIONAL REDEMPTION..... We may redeem some or all of the Senior Notes at
any time at par plus a Make-Whole Amount (as
defined). See "Description of Notes -- Optional
Redemption."
COVENANTS................ We have agreed to certain restrictions on
incurring secured debt and entering sale and
leaseback transactions. See "Description of Notes --
Certain Covenants of AES."
USE OF PROCEEDS......... We intend to use the net proceeds of this offering
of Senior Notes to repay certain existing
indebtedness. See "Use of Proceeds."
S-4
<PAGE>
THE COMPANY
We are a global power company committed to serving the world's needs for
electricity in a socially responsible way.
We have been successful in growing our business and serving additional
customers by participating in competitive bidding under privatization
initiatives and have been particularly interested in acquiring existing
businesses or assets in electricity markets that are promoting competition and
eliminating rate of return regulation. In such privatizations, sellers
generally seek to complete competitive solicitations in less than one year,
much quicker than the time periods associated with greenfield development, and
usually require payment in full on transfer. We believe that our experience in
competitive markets and our worldwide integrated group structure, with our
significant geographic coverage and presence, enable us to react quickly and
creatively in such situations. Since 1994, our total generating capacity in
megawatts ("MW") has grown from 2,479 MW to 24,076 MW at March 31, 1999 (an
increase of 871%), with the total number of plants in operation increasing from
9 to 89. Additionally, our total revenues have increased at a compound annual
growth rate of approximately 46% from $533 million in 1994 to $2,398 million in
1998, while net income has increased at a compound annual growth rate of
approximately 33% from $100 million to $311 million over the same period.
A majority of our sales of electricity are made to customers (generally
electric utilities or regional electric companies) on a wholesale basis for
further resale to end users. This is referred to as the electricity
"generation" business. Sales by these generation companies are usually made
under long-term contracts from power plants owned by our subsidiaries and
affiliates, although we do, in certain circumstances, make sales into regional
electricity markets without contracts. Our ownership portfolio of power
facilities includes new plants constructed for such purposes ("greenfield"
plants) as well as existing power plants acquired through competitively bid
privatization initiatives and negotiated acquisitions. In the electricity
generation business, we now own and operate (entirely or in part) a diverse
portfolio of electric power plants (including those within the integrated
distribution companies discussed below) with, as of March 31, 1999, a total
capacity of 24,076 MW. Of that total, 29% are fueled by coal or petroleum coke,
24% are fueled by natural gas, 33% are hydroelectric facilities, 6% are fueled
by oil, and the remaining 8% are capable of using multiple fossil fuels. Of the
total MW, 5,025 (nine plants) are located in the United States, 817 (eight
plants) are in China, 1,818 (five plants) are in the U.K., 1,281 (three plants)
are in Hungary, 6,456 (forty-one plants) are in Brazil, 885 (six plants) are in
Argentina, 5,384 (seven plants) are in Kazakhstan (including 4,000 MW
attributable to Ekibastuz which currently has a reliable capacity of
approximately 25%), 210 (one plant) are in the Dominican Republic, 110 (one
plant) are in Canada, 695 (two plants) are in Pakistan, 405 (one plant) are in
the Netherlands, 288 (one plant) are in Australia, 282 (three plants) are in
Panama and 420 (one plant) are in India.
We are also currently in the process of adding approximately 5,254 MW to
our operating portfolio by constructing several new plants. These include a 180
MW coal-fired plant and a 700 MW natural gas-fired plant in the United States,
a 600 MW natural gas-fired plant in Brazil, a 2,100 MW coal-fired plant in
China, an 830 MW natural gas-fired plant in Argentina, a 360 MW coal-fired
plant in England, and a 484 MW natural gas-fired plant in Mexico.
As a result, our total MW of 96 power plants in operation or under
construction approximates 29,330 MW, and our net equity ownership (total MW
adjusted for our ownership percentage) represents approximately 19,819 MW.
We also own interests (both majority and minority) in companies that sell
electricity directly to commercial, industrial, governmental and residential
customers. This is referred to as the electricity "distribution" business.
Electricity sales by AES's distribution businesses are generally made pursuant
to the provisions of long-term electricity sale concessions granted by the
appropriate governmental authority as part of the original privatization of
each distribution company. In certain cases, these distribution companies are
"integrated", in that they also own electric power plants for the purpose
S-5
<PAGE>
of generating a portion of the electricity they sell. Each distribution company
also purchases, in varying proportions, electricity from third-party wholesale
suppliers, including in certain cases, other subsidiaries of AES.
We have majority ownership in three distribution companies in Argentina,
one in Brazil and one in El Salvador, a heat and electricity distribution
business in Kazakhstan, one in the Republic of Georgia and less than majority
ownership in three additional distribution companies in Brazil. As of December
31, 1998, these ten companies serve a total of approximately 13.2 million
customers with gigawatt hour sales exceeding 63,000. On a net equity basis, our
ownership represented approximately 3.0 million customers and gigawatt hour
sales exceeding 22,000.
RECENT DEVELOPMENTS
On November 23, 1998, we and CILCORP Inc. ("CILCORP") executed a
definitive agreement under which we will acquire all of CILCORP's 13,610,680
common shares at a price of $65 per share, or approximately $885 million.
CILCORP, formed in 1985 and headquartered in Peoria, Illinois, is an energy
services company whose largest subsidiary, Central Illinois Light Company, is a
gas and electric utility serving approximately a quarter of a million retail
customers in central Illinois. The transaction is subject to a number of
regulatory approvals.
In April 1999, AES Thames, Inc., a subsidiary of AES, agreed to a partial
pre-payment of electricity by its customer, Connecticut Light and Power
Company. The pre-payment of approximately $549 million is expected to be paid
in January 2000. Completion of this transaction is subject to a number of
conditions, including the approval of the Connecticut Department of Public
Utilities Commission. AES Thames, Inc. will continue to have a power purchase
agreement with Connecticut Light and Power Company for the same term at a
reduced rate.
In April 1999, a subsidiary of AES won a bid to acquire 50% of Empresa
Distribudora Electrica Esta, a distribution company serving the eastern region
of the Dominican Republic, for approximately $109 million.
On April 30, 1999, we issued 10,000,000 shares of our common stock at a
price of $50.2437 per share, resulting in net proceeds of approximately $502
million.
In May 1999, a subsidiary of AES completed the $202 million financing for
the refurbishment, upgrade and environmental improvement of Fifoots Point, a
393 MW coal plant in South Wales, England.
Also in May 1999, a subsidiary of AES acquired the assets of Ecogen
Energy, which consists of two gas-fired power stations in Victoria, Australia.
The power stations, Newport and Jeeralang, have a total installed capacity of
966 MW.
Also in May 1999, a subsidiary of AES increased its holdings in two
Brazilian utilities, Light Servicos Eletridade S.A. and Eletropaulo S.A. by
acquiring new shares of capital stock of each company for approximately $129
million in aggregate.
Also in May 1999, a subsidiary of AES completed the acquisition and
financing of six power plants we purchased in New York from NGE Generation,
Incorporated for approximately $950 million. Concurrently, the subsidiary sold
two of the plants to an unrelated third party for approximately $666 million
and simultaneously entered into a leasing agreement with the unrelated party.
This part of the transaction will be accounted for as a sale-leaseback, with
expected operating lease treatment.
Although we do not have committed financing for certain of the above
acquisitions and development projects, as well as previously announced but not
yet consummated acquisitions and projects, we plan to obtain financing through
one or any combination of the following: (i) the issuance of project financing
debt by subsidiaries of ours; (ii) the issuance of debt; (iii) the issuance of
equity; (iv) borrowings under our $600 million revolving credit facility; and
(v) cash on hand. Although we believe that such financings will be available on
acceptable terms, there can be no assurance that we will be successful in
obtaining such financings and our obligations to consummate such acquisitions
and development projects are not subject to our ability to obtain financing.
S-6
<PAGE>
UPCOMING BIDS
National Power PLC, an electricity generator based in the United Kingdom,
has announced its intention to sell a 4,000 MW coal-fired power plant located
in Yorkshire, England. AES, through subsidiaries, intends to participate in
this bid, and the winning bid price is expected to be in excess of \P1.5
billion. No assurance can be given that (i) AES will be successful in its bid
or if successful, as to the ultimate purchase price, or (ii) AES will be able
to successfully arrange for sufficient financing for the acquisition, although
if its bid is successful, AES believes that it will be able to arrange
satisfactory financing.
USE OF PROCEEDS
The net proceeds from this offering (before expenses) are estimated to be
$ million. We currently intend to use all of such net proceeds, together
with available cash on hand, to repay all amounts outstanding and accrued
interest under our $500 million term loan facility. The $500 million term loan
facility is required to be prepaid out of the proceeds of certain debt
issuances by us, including this offering.
The $500 million term loan facility was entered into on April 19, 1999 and
matures on April 19, 2004, subject to mandatory prepayment, in whole or in
part, upon the occurrence of certain events, including the consummation of this
offering. Borrowings thereunder currently bear interest at LIBOR plus 2.00% and
will increase on June 30, 1999 and at certain points thereafter. The interest
rate may also increase subject to certain other events. The net proceeds of the
$500 million term loan facility were used (1) to make an equity contribution of
$320 million to an indirect subsidiary to assist in refinancing a short-term
loan incurred to finance the acquisition of Companhia Centro-Oeste de
Distribuicao de Energia Electrica (Sul) and (2) to temporarily repay amounts
outstanding under our $600 million revolving credit facility. Affiliates of
each of the underwriters are lenders under AES' $500 million term loan facility
and affiliates of certain of the underwriters are lenders under AES' $600
million revolving credit facility. See "Underwriting."
S-7
<PAGE>
CAPITALIZATION
The following table sets forth our cash and cash equivalents, short-term
debt and our consolidated capitalization (1) as of March 31, 1999, (2) pro
forma for (a) our incurrence of $500 million under a new term loan facility on
April 19, 1999, (b) the application of $320 million of the proceeds from that
term loan facility to repay a portion of a short-term loan incurred to finance
the acquisition of Sul and the refinancing of the balance ($410 million) of
such short-term loan, (c) the application of the remaining $180 million of the
proceeds from that term loan facility to temporarily repay amounts outstanding
under our $600 million revolving credit facility and (d) our issuance of
10,000,000 shares of our common stock on April 30, 1999 and the application of
$237 million of the $502 million net proceeds therefrom to repay amounts
outstanding under our $600 million revolving credit facility, and (3) as
further adjusted to give effect to the issuance of the Senior Notes in this
offering and the application of the net proceeds therefrom and cash on hand to
repay the $500 million term loan facility. See "Use of Proceeds."
<TABLE>
<CAPTION>
MARCH 31, 1999
---------------------------------------
PRO FORMA
ACTUAL PRO FORMA AS ADJUSTED
------------ ------------- ------------
IN MILLIONS, EXCEPT PAR VALUE
<S> <C> <C> <C>
CASH AND CASH EQUIVALENTS ............................................. $ 437 $ 702 $ 652
======== ======== ========
SHORT-TERM DEBT:
Project financing debt (current portion) .............................. $ 1,322 $ 592 $ 592
Revolving bank loan (current portion) ................................. 192 -- --
-------- -------- --------
Total short-term debt .............................................. $ 1,514 $ 592 $ 592
======== ======== ========
LONG-TERM DEBT:
Senior Notes offered hereby ........................................... $ -- $ -- $ 450
Term Loan Facility due 2004 ........................................... -- 500 --
Revolving bank loan ................................................... 225 -- --
Project financing debt ................................................ 3,642 4,052 4,052
8% Senior Notes due 2008 .............................................. 200 200 200
10 1/4% Senior Subordinated Notes due 2006 ............................ 250 250 250
8 3/8% Senior Subordinated Notes due 2007 ............................. 325 325 325
8 1/2% Senior Subordinated Notes due 2007 ............................. 375 375 375
8 7/8% Senior Subordinated Debentures due 2027 ........................ 125 125 125
4 1/2% Convertible Junior Subordinated Debentures due 2005 ............ 150 150 150
Unamortized discounts on notes and debentures ......................... (6) (6) (6)
---------- ---------- ----------
Total long-term debt ............................................... 5,286 5,971 5,921
--------- --------- ---------
COMPANY-OBLIGATED MANDATORILY REDEEMABLE PREFERRED SECURITIES OF
SUBSIDIARY TRUSTS HOLDING SOLELY JUNIOR SUBORDINATED
DEBENTURES OF THE AES CORPORATION (TECONS) ........................... 550 550 550
--------- --------- ---------
MINORITY INTEREST ..................................................... 758 758 758
--------- --------- ---------
STOCKHOLDERS' EQUITY:
Common Stock, $.01 par value: 500.0 shares authorized; 180.7 shares
issued and outstanding (190.7 on a pro forma basis) .................. 2 2 2
Additional paid-in capital ............................................ 1,250 1,752 1,752
Retained earnings ..................................................... 879 879 879
Treasury stock ........................................................ -- -- --
Accumulated other comprehensive loss .................................. (1,085) (1,085) (1,085)
--------- --------- ---------
Total stockholders' equity ......................................... 1,046 1,548 1,548
--------- --------- ---------
Total capitalization ............................................... $ 7,640 $ 8,827 $ 8,777
========= ========= =========
</TABLE>
S-8
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
The following table summarizes certain selected consolidated financial
data, which should be read in conjunction with our consolidated financial
statements and related notes to the consolidated financial statements
incorporated by reference in this Prospectus Supplement. The selected
consolidated financial data as of and for each of the five years in the period
ended December 31, 1998 have been derived from our audited consolidated
financial statements. The selected financial data presented below as of March
31, 1998 and 1999 are derived from our unaudited consolidated financial
statements. The results of operations for the three months ended March 31, 1999
are not necessarily indicative of the results to be expected for the full year.
We believe that the unaudited information for the three months ended March 31,
1998 and 1999 contain all adjustments, consisting only of normal recurring
adjustments, necessary for a fair presentation of the operating results for
such periods.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------
1994 1995 1996 1997 1998
----------- ----------- ----------- ------------ ------------
IN MILLIONS, EXCEPT RATIO AND PER SHARE DATA
<S> <C> <C> <C> <C> <C>
Statement of Operations Data:
Revenues:
Sales ..................................... $ 514 $ 672 $ 824 $ 1,361 $ 2,382
Services .................................. 19 7 11 50 16
--------- --------- --------- -------- --------
Total revenues .......................... 533 679 835 1,411 2,398
--------- --------- --------- -------- --------
Operating cost and expenses:
Cost of sales ............................. 252 388 495 940 1,579
Cost of services .......................... 13 6 7 41 8
Selling, general and administrative
expenses ................................ 32 32 35 45 56
Provision to reduce contract
receivables ............................. -- -- 20 17 22
--------- --------- --------- -------- --------
Total operating costs and expenses ...... 297 426 557 1,043 1,665
--------- --------- --------- -------- --------
Operating income ........................... 236 253 278 368 733
Other income and (expense):
Interest expense .......................... (125) (127) (144) (244) (485)
Foreign currency exchange (loss)/gain ..... -- -- -- (7) (1)
Interest income ........................... 22 27 24 41 67
Equity in pre-tax earnings (loss) of
affiliates .............................. 16 19 49 126 232
--------- --------- --------- ---------- ----------
Income (loss) before income taxes,
minority interest and extraordinary
item ...................................... 149 172 207 284 546
Income tax provision (benefit) ............. 48 62 74 77 145
Minority interest .......................... 3 3 8 19 94
--------- --------- --------- ---------- ----------
Net income (loss) before extraordinary
item ...................................... 98 107 125 188 307
Extraordinary item ......................... 2 -- -- (3) 4
--------- --------- --------- ----------- ----------
Net income (loss) .......................... $ 100 $ 107 $ 125 185 311
========= ========= ========= ========== ==========
Diluted earnings (loss) per share .......... $ 0.67 $ 0.70 $ 0.80 $ 1.09 $ 1.69
========= ========= ========= ========== ==========
Weighted average number of common
and common equivalent shares .............. 155.4 155.7 157.2 177.8 189.0
Ratio of earnings to fixed charges(1) ...... 2.10 x 2.20 x 1.88 x 1.46 x 1.65 x
<CAPTION>
THREE MONTHS
ENDED MARCH 31,
---------------------------
1998 1999
------------- -------------
IN MILLIONS, EXCEPT RATIO
AND PER SHARE
DATA
<S> <C> <C>
Statement of Operations Data:
Revenues:
Sales ..................................... $ 570 $ 632
Services .................................. 5 6
-------- -------
Total revenues .......................... 575 638
-------- -------
Operating cost and expenses:
Cost of sales ............................. 395 407
Cost of services .......................... 2 2
Selling, general and administrative
expenses ................................ 15 16
Provision to reduce contract
receivables ............................. 15 9
-------- -------
Total operating costs and expenses ...... 427 434
-------- -------
Operating income ........................... 148 204
Other income and (expense):
Interest expense .......................... (101) (133)
Foreign currency exchange (loss)/gain ..... (2) 3
Interest income ........................... 14 16
Equity in pre-tax earnings (loss) of
affiliates .............................. 57 (91)
---------- -------
Income (loss) before income taxes,
minority interest and extraordinary
item ...................................... 116 (1)
Income tax provision (benefit) ............. 33 (6)
Minority interest .......................... 18 18
---------- ---------
Net income (loss) before extraordinary
item ...................................... 65 (13)
Extraordinary item ......................... -- --
---------- ---------
Net income (loss) .......................... 65 (13)
========== =========
Diluted earnings (loss) per share .......... $ 0.37 $ (0.07)
========== =========
Weighted average number of common
and common equivalent shares .............. 186.3 180.6
Ratio of earnings to fixed charges(1) ...... 1.47 x 1.61 x
</TABLE>
S-9
<PAGE>
<TABLE>
<CAPTION>
AS OF DECEMBER 31,
------------------------------------------------------------
1994 1995 1996 1997 1998
----------- ----------- ----------- ----------- ------------
IN MILLIONS, EXCEPT RATIOS
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Total assets ............................... $ 1,915 $ 2,341 $ 3,622 $ 8,909 $ 10,781
Revolving bank loan (current) .............. -- 50 88 -- 8
Project financing debt (current) ........... 61 84 110 596 1,405
Revolving bank loan (long term) ............ -- -- 125 27 225
Project financing debt (long term) ......... 1,019 1,098 1,558 3,489 3,597
Other notes payable (long term) ............ 125 125 325 1,069 1,419
Company-obligated mandatorily
redeemable preferred securities of
AES Trust I and Trust II (TECONs) ......... -- -- -- 550 550
Minority interest .......................... 21 158 213 525 732
Stockholders' equity ....................... 401 549 721 1,481 1,794
Debt to total capitalization plus short-
term debt ratio:
Project financing debt .................... 66.4% 57.3% 53.1% 52.8% 51.4%
Parent debt(2) ............................ 7.7 8.5 17.1 14.2 17.0
------- ------- ------- ------- --------
Total ................................... 74.1% 65.8% 70.2% 67.0% 68.4%
======= ======= ======= ======= ========
<CAPTION>
AS OF
MARCH 31,
------------------------
1998 1999
----------- ------------
IN MILLIONS, EXCEPT
RATIOS
<S> <C> <C>
BALANCE SHEET DATA:
Total assets ............................... $ 8,995 $ 10,165
Revolving bank loan (current) .............. 23 192
Project financing debt (current) ........... 177 1,322
Revolving bank loan (long term) ............ 225 225
Project financing debt (long term) ......... 3,607 3,642
Other notes payable (long term) ............ 1,077 1,419
Company-obligated mandatorily
redeemable preferred securities of
AES Trust I and Trust II (TECONs) ......... 550 550
Minority interest .......................... 653 758
Stockholders' equity ....................... 1,513 1,046
Debt to total capitalization plus short-
term debt ratio:
Project financing debt .................... 48.4% 54.2%
Parent debt(2) ............................ 16.9 20.1
------- --------
Total ................................... 65.3% 74.3%
======= ========
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------------------
TWELVE MONTHS
1994 1995 1996 1997 1998 ENDED MARCH 31, 1999
---------- ---------- ---------- ---------- ----------- ---------------------
IN MILLIONS, EXCEPT RATIOS
<S> <C> <C> <C> <C> <C> <C>
OTHER DATA:
Consolidated Data:
Consolidated EBITDA (3) ................. $ 295 $ 327 $ 392 $ 608 $ 1,161 $ 1,084
Consolidated interest expense
(including interest relating to
TECONs) ............................... 125 127 144 244 485 517
Ratio of consolidated EBITDA to
consolidated interest expense ......... 2.36x 2.57x 2.72x 2.49x 2.39x 2.10x
Parent Only Data:
Parent EBITDA (4)(5) .................... $ 68 $ 110 $ 189 $ 259 $ 360 $ 357
</TABLE>
- ----------
(1) For the purpose of computing the ratio of earnings to fixed charges,
earnings consist of income from continuing operations before income taxes
and minority interest, plus fixed charges, less capitalized interest, less
excess of earnings over dividends of less-than-fifty-percent-owned
companies. Fixed charges consist of interest (including capitalized
interest) on all indebtedness, amortization of debt discount and expense
and that portion of rental expense which AES believes to be representative
of an interest factor.
(2) Parent debt represents obligations of AES, as parent. It does not include
non-recourse obligations of AES' subsidiaries.
(3) For purposes of this definition, Consolidated EBITDA includes operating
income plus equity in pre-tax earnings (loss) of affiliates, depreciation
and amortization. This definition may differ from that, or similarly
titled measures, used by other companies. Consolidated EBITDA is not a
substitute for cash flows from operating activities as defined by
generally accepted accounting principles.
(4) Parent EBITDA is defined to mean cash flow earnings distributed to parent
less parent operating expense. This definition may differ from that, or
similarly titled measures, used by other companies. Parent EBITDA is not a
substitute for cash flows from operating activities as defined by
generally accepted accounting principles. Parent interest expense includes
both interest expensed and capitalized.
(5) Additional parent only data for the twelve months ended March 31, 1999
include the following: parent interest expense including interest expense
relating to TECONS of $159 million, parent interest expense excluding
interest expense relating to TECONS of $129 million, ratio of parent
EBITDA to parent interest expense including interest expense relating to
TECONS of 2.25x, and ratio of parent EBITDA to parent interest expense
excluding interest expense relating to TECONS of 2.77x.
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<PAGE>
DESCRIPTION OF NOTES
The Senior Notes will be issued under an indenture dated as of December 8,
1998 and a supplemental indenture, dated as of , 1999, each between the
Company and The First National Bank of Chicago, as trustee (the "Trustee")
(collectively, the "Indenture"). The following summaries of certain provisions
of the Indenture do not purport to be complete and are subject to, and are
qualified in their entirety by reference to, all of the provisions of the
Indenture, including the definition in the Indenture of certain terms. Wherever
particular sections or defined terms of the Indenture are referred to, such
sections or defined terms are incorporated in this Prospectus Supplement by
reference. A copy of the Indenture is available for inspection at the office of
the Trustee.
As used herein, the term "AES" means The AES Corporation, and does not
include any of its subsidiaries.
The Indenture does not limit the aggregate principal amount of
indebtedness which may be issued thereunder and provides that senior debt
securities may be issued thereunder from time to time in one or more series.
The Senior Notes constitute a separate series under the Indenture.
GENERAL
The Senior Notes will be issued as a series of Senior Notes under the
Indenture. The Senior Notes will be limited in aggregate principal amount to
$750,000,000, of which $450,000,000 aggregate principal amount of Senior Notes
will be issued in this offering. Up to an additional aggregate principal amount
of $300,000,000 of Senior Notes may be issued under the Indenture from time to
time as part of this series of Senior Notes.
The entire principal amount of the Senior Notes will mature and become due
and payable, together with any accrued and unpaid interest thereon, on ,
2009. The Senior Notes are not subject to any sinking fund provision.
INTEREST
Each Senior Note shall bear interest at % per annum from the date of
original issuance, payable semi annually on and of each year to the
person in whose name such Senior Note is registered at the close of business on
the fifteenth calendar day prior to such payment date. The initial Interest
Payment Date is , 1999. The amount of interest payable will be computed on
the basis of a 360-day year of twelve 30-day months. In the event that any date
on which interest is payable on the Senior Notes is not a Business Day, then
payment of the interest payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay), except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on such date.
OPTIONAL REDEMPTION
The Senior Notes are subject to redemption upon not less than 30 nor more
than 60 days' notice by mail, at any time, as a whole or in part, at the
election of AES, at a price equal to the sum of (i) 100% of the principal
amount thereof plus accrued interest to the redemption date plus (ii) the
Make-Whole Amount, if any.
The term "Make-Whole Amount" shall mean, in connection with any optional
redemption of any Senior Note, the excess, if any, of (i) the aggregate present
value as of the date of such redemption of each dollar of principal being
redeemed and the amount of interest (exclusive of interest accrued to the
redemption date) that would have been payable in respect of such dollar if such
prepayment had not been made, determined by discounting, on a semiannual basis,
such
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<PAGE>
principal and interest at the Reinvestment Rate (determined on the Business Day
preceding the date of such redemption) from the respective dates on which such
principal and interest would have been payable if such payment had not been
made, over (ii) the aggregate principal amount of the Senior Notes being
redeemed.
The term "Reinvestment Rate" shall mean 0.50% (one-half of one percent)
plus the arithmetic mean of the yields under the respective headings "This
Week" and "Last Week" published in the Statistical Release under the caption
"Treasury Constant Maturities" for the maturity (rounded to the nearest month)
corresponding to the maturity of the principal being prepaid. If no maturity
exactly corresponds to such maturity, yields for the two published maturities
most closely corresponding to such maturity shall be calculated pursuant to the
immediately preceding sentence and the Reinvestment Rate shall be interpolated
or extrapolated from such yields on a straight-line basis, rounding in each of
such relevant periods to the nearest month. For the purpose of calculating the
Reinvestment Rate, the most recent Statistical Release published prior to the
date of determination of the Make-Whole Amount shall be used.
The term "Statistical Release" shall mean the statistical release
designated "H.15(519)" or any successor publication which is published weekly
by the Federal Reserve System and which establishes yields on actively traded
U.S. government securities adjusted to constant maturities or, if such
statistical release is not published at the time of any determination under the
Indenture, then such other reasonably comparable index which shall be
designated by AES.
CERTAIN COVENANTS OF AES
Restrictions on Secured Debt. If AES shall incur, issue, assume or
guarantee any indebtedness for borrowed money represented by notes, bonds,
debentures or other similar evidences of indebtedness, secured by a mortgage,
pledge or other lien on any Principal Property (as defined below) or any
capital stock or indebtedness held directly by AES of any Subsidiary of AES,
AES shall secure the Senior Notes equally and ratably with (or prior to) such
indebtedness, so long as such indebtedness shall be so secured, unless after
giving effect thereto the aggregate amount of all such indebtedness so secured,
together with all Attributable Debt (as defined below) in respect of sale and
leaseback transactions involving Principal Properties, would not exceed 15% of
the Consolidated Net Assets (as defined below) of AES. This restriction will
not apply to, and there shall be excluded in computing secured indebtedness for
the purpose of such restriction, indebtedness secured by (a) property of any
Subsidiary of AES, (b) liens on property of, or on any shares of stock or debt
of, any corporation existing at the time such corporation becomes a Subsidiary,
(c) liens in favor of AES or any Subsidiary, (d) liens in favor of U.S. or
foreign governmental bodies to secure partial, progress, advance or other
payments, (e) liens on property, shares of stock or debt existing at the time
of acquisition thereof (including acquisition through merger or consolidation),
purchase money mortgages and construction cost mortgages existing at or
incurred within 180 days of the time of acquisition thereof, (f) liens existing
on the first date on which the Senior Notes issued under the Indenture are
authenticated by the Trustee, (g) liens under one or more credit facilities for
indebtedness in an aggregate principal amount not to exceed $900 million at any
time outstanding, (h) liens incurred in connection with pollution control,
industrial revenue or similar financings, and (i) any extension, renewal or
replacement of any debt secured by any liens referred to in the foregoing
clauses (a) through (h), inclusive. As of the date of this Prospectus
Supplement, AES does not own or lease any Principal Property.
The term "Principal Property" means any building, structure or other
facility (together with the land on which it is erected and fixtures comprising
a part thereof) used primarily for manufacturing, processing, research,
warehousing or distribution owned or leased by AES and having a net book value
in excess of 2% of Consolidated Net Assets, other than any such building,
structure or other facility or portion thereof which is a pollution control
facility financed by state or local governmental obligations or which the
principal executive officer, president and principal financial officer of AES
determine in good faith is not of material importance to the total business
conducted or assets owned by AES and its Subsidiaries as an entirety.
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<PAGE>
The term "Consolidated Net Assets" means the aggregate amount of assets
(less reserves and other deductible items) after deducting current liabilities,
as shown on the consolidated balance sheet of AES and its Subsidiaries
contained in the latest annual report to the stockholders of AES and prepared
in accordance with generally accepted accounting principles.
The term "Attributable Debt" means the present value (discounted at the
rate of % per annum compounded monthly) of the obligations for rental payments
required to be paid during the remaining term of any lease of more than 12
months.
"Subsidiary" means, with respect to any person, any corporation,
association or other business entity of which a majority of the capital stock
or other ownership interests having ordinary voting power to elect a majority
of the board of directors or other persons performing similar functions are at
the time directly or indirectly owned by such person.
Restrictions on Sales and Leasebacks. AES may not enter into any sale and
leaseback transaction involving any Principal Property, the acquisition or
completion of construction and commencement of full operation of which has
occurred more than 180 days prior thereto, unless (a) AES could incur a lien on
such property under the restrictions described above under "Restrictions on
Secured Debt" in an amount equal to the Attributable Debt with respect to the
sale and leaseback transaction without equally and ratably securing the Senior
Notes or (b) AES, within 180 days after the sale or transfer by AES, applies to
the retirement of its funded debt (defined as indebtedness for borrowed money
having a maturity of, or by its terms extendible or renewable for, a period of
more than 12 months after the date of determination of the amount thereof) an
amount equal to the greater of (i) the net proceeds of the sale of the
Principal Property sold and leased pursuant to such arrangement or (ii) the
fair market value of the Principal Property so sold and leased (subject to
credits for certain voluntary retirements of funded debt) as determined by the
Board of Directors of AES.
EVENTS OF DEFAULT
In addition to the Events of Default set forth in the accompanying
Prospectus, an Event of Default will occur with respect to the Senior Notes if
an event of default, as defined in any indenture or instrument evidencing or
under which AES has at the date of the Indenture or shall thereafter have
outstanding any indebtedness, shall happen and be continuing and either (a)
such default results from the failure to pay the principal of such indebtedness
in excess of $50 million at final maturity of such indebtedness or (b) as a
result of such default the maturity of such indebtedness shall have been
accelerated so that the same shall be or become due and payable prior to the
date on which the same would otherwise have become due and payable, and such
acceleration shall not be rescinded or annulled within 60 days and the
principal amount of such indebtedness, together with the principal amount of
any other indebtedness of AES in default, or the maturity of which has been
accelerated, aggregates $50 million or more; provided that, subject to certain
provisions, the Trustee shall not be charged with knowledge of any such default
unless written notice thereof shall have been given to the Trustee by AES, by
the holder or an agent of the holder of any such indebtedness, by the trustee
then acting under any indenture or other instrument under which such default
shall have occurred, or by the holders of not less than 25% in the aggregate
principal amount of the Senior Notes at the time outstanding; and provided
further that if such default shall be remedied or cured by AES or waived by the
holder of such indebtedness, then the Event of Default under the Indenture by
reason thereof shall be deemed likewise to have been remedied, cured or waived
without further action on the part of the Trustee, any holder of Senior Notes
or any other person.
FORM, DENOMINATION AND REGISTRATION
The Senior Notes will be issued in fully registered form, without coupons,
in denominations of $1,000 in principal amount and integral multiples thereof.
The Senior Notes will be evidenced by one or more global securities (each, a
"Global Senior Note"). The Global Senior Notes will be deposited with, or on
behalf of, DTC or its nominee. Except as set forth below, the Global Senior
Notes may be transferred, in whole or in part, only to another nominee of DTC
or to a successor of DTC or its nominee. See "Description of Debt Securities --
Book-Entry Systems" in the accompanying Prospectus.
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<PAGE>
PAYMENTS OF PRINCIPAL AND INTEREST; TRANSFER OR EXCHANGE
The Indenture will require that payments in respect of the Senior Notes
(including principal, premium, if any, and interest) held of record by DTC be
made in same day funds. Payments in respect of the Senior Notes held of record
by holders other than DTC may, at the option of AES, be made by check and
mailed to such holders of record as shown on the register for the Senior Notes.
The Senior Notes may be surrendered for transfer or exchange at the office of
the Trustee in New York, New York.
GOVERNING LAW
The Indenture and Senior Notes will be governed by and construed in
accordance with the laws of the State of New York, without giving effect to
such state's conflict of laws principles.
INFORMATION CONCERNING THE TRUSTEE
AES and its subsidiaries may maintain deposit accounts and conduct other
banking transactions with the Trustee in the ordinary course of business.
OTHER PROVISIONS
See the accompanying Prospectus for a description of certain additional
provisions of the Indenture, including events of default thereunder and
provisions for amendments and modifications thereof.
S-14
<PAGE>
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following is a general discussion of certain U.S. federal income and
estate tax consequences of the ownership and disposition of Senior Notes to an
initial holder purchasing a Senior Note at its "issue price" and holding the
Senior Note as a capital asset within the meaning of Section 1221 of the Code
(as defined below). The "issue price" is the first price to the public at which
a substantial amount of the Senior Notes is sold for money (excluding sales to
bond houses, brokers or similar persons or organizations acting in the capacity
of underwriters, placement agents or wholesalers).
This discussion is based on the Internal Revenue Code of 1986, as amended
(the "Code"), Treasury Regulations, judicial interpretations and administrative
interpretations as of the date hereof, all of which are subject to change,
including changes with retroactive effect. This discussion does not address all
aspects of U.S. federal income and estate taxation that may be relevant to
holders in light of their particular circumstances or to holders subject to
special rules, such as certain financial institutions, insurance companies,
dealers and certain traders in securities, persons holding Senior Notes in
connection with a hedging transaction, "straddle", conversion transaction or
other integrated transaction, or persons who have ceased to be United States
citizens or to be taxed as resident aliens. This discussion does not address
any tax consequences arising under the laws of any state, local or foreign
jurisdiction. Prospective holders should consult their tax advisers with
respect to the particular tax consequences to them of owning and disposing of
Senior Notes, including the consequences under the laws of any state, local or
foreign jurisdiction.
"U.S. Holder" means an owner of a Senior Note that is, for United States
federal income tax purposes, (i) a citizen or resident of the United States,
(ii) a corporation, partnership or other entity created or organized in or
under the laws of the United States or of any political subdivision thereof or
(iii) an estate or trust the income of which is subject to United States
federal income taxation regardless of its source.
"Non-U.S. Holder" means an owner of a Senior Note that is, for United
States federal income tax purposes, a non-resident alien individual, a foreign
corporation, a non-resident alien fiduciary of a foreign estate or trust or a
foreign partnership one or more members of which is a non-resident alien
individual, a foreign corporation or a non-resident alien fiduciary of a
foreign estate or trust.
U.S. HOLDERS
Payments of Interest. Interest paid on a Senior Note will generally be
taxable to a U.S. Holder as ordinary interest income at the time it accrues or
is received in accordance with the U.S. Holder's method of accounting for
federal income tax purposes.
Sale, Exchange or Retirement of the Senior Note. Upon the sale, exchange
or retirement of a Senior Note, a U.S. Holder will recognize taxable gain or
loss equal to the difference between such U.S. Holder's adjusted tax basis in
the Senior Note and the amount realized on the sale, exchange or retirement
(excluding any amounts attributable to unpaid interest accrued between interest
payment dates, which will be includible in income as interest in accordance
with the U.S. Holder's method of accounting). A U.S. Holder's adjusted tax
basis in a Senior Note will generally equal the cost of the Senior Note to such
U.S. Holder.
Gain or loss realized on the sale, exchange or retirement of a Senior Note
will be capital gain or loss. Prospective investors should consult their tax
advisers regarding the treatment of capital gains (which may be taxed at lower
rates than ordinary income for certain taxpayers who are individuals, trusts or
estates) and losses (the deductibility of which is subject to limitations).
NON-U.S. HOLDERS
Under present United States federal tax law, and subject to the discussion
below concerning backup withholding:
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<PAGE>
(a) payments of principal, interest and premium on the Senior Notes by the
Company or its paying agent to any Non-U.S. Holder will be exempt from the 30%
United States federal withholding tax, provided that (i) such Non-U.S. Holder
does not own, actually or constructively, 10% or more of the total combined
voting power of all classes of stock of the Company entitled to vote and is not
a controlled foreign corporation related, directly or indirectly, to the
Company through stock ownership and (ii) the statement requirement set forth in
Section 871(h) or Section 881(c) of the Code has been fulfilled with respect to
the beneficial owner, as discussed below; and
(b) a Non-U.S. Holder of a Senior Note will not be subject to United
States federal income tax on gain realized on the sale, exchange or other
disposition of such Senior Note, unless (i) such Holder is an individual who is
present in the United States for 183 days or more in the taxable year of the
disposition, and certain other conditions are met or (ii) such gain is
effectively connected with the Holder's conduct of a trade or business in the
United States; and
(c) a Senior Note held by an individual who is not, for United States
estate tax purposes, a resident or citizen of the United States at the time of
his death generally will not be subject to United States federal estate tax as
a result of such individual's death, provided that the individual does not own,
actually or constructively, 10% or more of the total combined voting power of
all classes of stock of AES entitled to vote and, at the time of such
individual's death, payments with respect to such Senior Note would not have
been effectively connected to the conduct by such individual of a trade or
business in the United States.
The certification requirement referred to in subparagraph (a) will be
fulfilled if the beneficial owner of a Senior Note certifies on Internal
Revenue Service ("IRS") Form W-8 or W-8BEN (or after December 31, 2000, a Form
W-8BEN) (referred to herein as "Form W-8"), under penalties of perjury, that it
is not a United States person and provides its name and address, and (i) such
beneficial owner files such Form W-8 with the withholding agent or (ii) in the
case of a Senior Note held by a securities clearing organization, bank or other
financial institution holding customers' securities in the ordinary course of
its trade or business holding the Senior Note on behalf of the beneficial
owner, such financial institution files with the withholding agent a statement
that it has received the Form W-8 from the Holder and furnishes the withholding
agent with a copy thereof. With respect to Senior Notes held by a foreign
partnership, under current law, the Form W-8 may be provided by the foreign
partnership. However, unless a foreign partnership has entered into a
withholding agreement with the IRS, for interest and disposition proceeds paid
with respect to a Senior Note after December 31, 2000, the foreign partnership
will be required (and may be permitted earlier), in addition to providing an
intermediary Form W-8, to attach an appropriate certification by each partner.
Prospective investors, including foreign partnerships and their partners,
should consult their tax advisers regarding possible additional reporting
requirements.
If a Non-U.S. Holder of a Senior Note is engaged in a trade or business in
the United States, and if interest on the Senior Note (or gain realized on its
sale, exchange or other disposition) is effectively connected with the conduct
of such trade or business, the Non-U.S. Holder, although exempt from the
withholding tax discussed in the preceding paragraphs, will generally be
subject to regular United States income tax on such effectively connected
income in the same manner as if it were a U.S. Holder. See "-- U.S. Holders"
above. In lieu of the certificate described in the preceding paragraph, such a
Holder will be required to provide to the withholding agent a properly executed
IRS Form 4224 (or, after December 31, 2000, a Form W-8ECI) to claim an
exemption from withholding tax. In addition, if such Non-U.S. Holder is a
foreign corporation, it may be subject to a 30% branch profits tax (unless
reduced or eliminated by an applicable treaty) on its earnings and profits for
the taxable year attributable to such effectively connected income, subject to
certain adjustments.
BACKUP WITHHOLDING AND INFORMATION REPORTING
U.S. Holders. Information reporting will apply to payments of interest or
dividends made by the Company on, and payments of the proceeds of the sale or
other disposition of, the Senior Notes to certain noncorporate U.S. Holders,
and backup withholding at a rate of 31% may apply unless the recipient of such
payment supplies a taxpayer identification number, certified under penalties of
perjury,
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<PAGE>
as well as certain other information or otherwise establishes an exemption from
backup withholding. Any amount withheld under the backup withholding rules is
allowable as a credit against the U.S. Holder's federal income tax, provided
that the required information is provided to the IRS.
Non-U.S. Holders. Under current Treasury Regulations, payments on the
sale, exchange or other disposition of Senior Notes made to or through a
foreign office of a broker generally will not be subject to backup withholding.
However, if such broker is (i) a United States person, (ii) a controlled
foreign corporation for United States federal income tax purposes, (iii) a
foreign person 50 percent or more of whose gross income is effectively
connected with a United States trade or business for a specified three-year
period or (iv), in the case of payments made after December 31, 2000, a foreign
partnership with certain connections to the United States, then information
reporting will be required unless the broker has in its records documentary
evidence that the beneficial owner is not a United States person and certain
other conditions are met or the beneficial owner otherwise establishes an
exemption. Backup withholding may apply to any payment that such broker is
required to report if the broker has actual knowledge that the payee is a
United States person. Payments to or through the United States office of a
broker will be subject to backup withholding and information reporting unless
the Non-U.S. Holder certifies, under penalties of perjury, that it is not a
United States person or otherwise establishes an exemption. Any amounts
withheld from a payment to a Non-U.S. Holder under the backup withholding rules
will be allowed as a credit against such Non-U.S. Holder's United States
federal income tax liability and may entitle such Non-U.S. Holder to a refund,
provided that the required information is furnished to the IRS.
Holders of Senior Notes should consult their tax advisers regarding the
application of information reporting and backup withholding in their particular
situations, the availability of an exemption therefrom, and the procedure for
obtaining such an exemption, if available.
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<PAGE>
UNDERWRITING
Subject to the terms and conditions stated in the underwriting agreement
dated , 1999, each underwriter named below has severally agreed to
purchase, and AES has agreed to sell to such underwriter, the principal amount
of Senior Notes set forth opposite the name of such underwriter.
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
NAME OF SENIOR NOTES
- --------------------------------------------- -----------------
<S> <C>
Salomon Smith Barney Inc ............... $
J.P. Morgan Securities Inc. ............
Banc of America Securities LLC .........
Total ............................. $450,000,000
============
</TABLE>
The underwriting agreement provides that the obligations of the several
underwriters to purchase the Senior Notes included in this offering are subject
to approval of certain legal matters by counsel and to certain other
conditions. The underwriters are obligated to purchase all the Senior Notes if
they purchase any of the Senior Notes.
The underwriters propose to offer some of the Senior Notes directly to the
public at the public offering price set forth on the cover page of this
Prospectus Supplement and some of the Senior Notes to certain dealers at the
public offering price less a concession not in excess of % of the principal
amount of the Senior Notes. The underwriters may allow, and such dealers may
reallow a concession not in excess of % of the principal amount of the
Senior Notes on sales to certain other dealers. After the initial offering of
the Senior Notes to the public, the public offering price and such concessions
may be changed by the underwriters.
The following table shows the underwriting discounts and commissions to be
paid to the underwriters by AES in connection with this offering (expressed as
a percentage of the principal amount of the Senior Notes).
<TABLE>
<CAPTION>
PAID BY AES
------------
<S> <C>
Per Senior Note .......... %
</TABLE>
In connection with the offering, Salomon Smith Barney Inc., on behalf of
the underwriters, may over-allot, or engage in syndicate covering transactions,
stabilizing transactions and penalty bids. Over-allotment involves syndicate
sales of Senior Notes in excess of the principal amount of Senior Notes to be
purchased by the underwriters in the offering, which creates a syndicate short
position. Syndicate covering transactions involve purchases of the Senior Notes
in the open market after the distribution has been completed in order to cover
syndicate short positions. Stabilizing transactions consist of certain bids on
purchases of Senior Notes made for the purposes of preventing or retarding a
decline in the market price of the Senior Notes while the offering is in
progress. Penalty bids permit the underwriters to reclaim a selling concession
from a syndicate member when Salomon Smith Barney Inc., in covering syndicate
short positions or making stablizing purchases, repurchases the Senior Notes
originally sold by that syndicate member. These activities may cause the price
of the Senior Notes to be higher than the price that otherwise would exist in
the open market in the absence of such transactions. These transactions may be
effected in the over-the-counter market or otherwise and, if commenced, may be
discontinued at any time.
AES estimates that its total expenses of this offering will be $ .
From time to time in the ordinary course of their respective businesses,
the underwriters and their respective affiliates have engaged in, and may in
the future engage in commercial and/or investment banking transactions with AES
and its affiliates. In particular, affiliates of J.P. Morgan Securities Inc.
and Banc of America Securities LLC are lenders under AES' $600 million
revolving credit facility and an affiliate of J.P. Morgan Securities Inc. is
the agent under such facility. In addition, affiliates of each of the
underwriters are lenders under AES' existing $500 million term loan facility
and Salomon Smith Barney Inc. and one of its affiliates serve as agent and
arranger,
S-18
<PAGE>
respectively, under the existing $500 million term loan facility. See "Use of
Proceeds." AES currently intends to use all of the net proceeds of this
offering, together with cash on hand, to repay amounts outstanding under the
$500 million term loan facility. Because it is expected that more than 10% of
the net proceeds of this offering may be paid to affiliates of the
underwriters, the offering is being conducted in accordance with Rule
2710(c)(8) of the Conduct Rules of the National Association of Securities
Dealers, Inc.
AES has agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, or to contribute to
payments the underwriters may be required to make in respect of any of those
liabilities.
LEGAL MATTERS
The validity of the Senior Notes offered hereby and certain matters
relating thereto will be passed upon by Davis Polk & Wardwell, New York, New
York. Certain legal matters will be passed upon for the underwriters by Cahill
Gordon & Reindel (a partnership including a professional corporation), New
York, New York.
EXPERTS
The financial statements as of December 31, 1998 and 1997, and for each of
the three years in the period ended December 31, 1998 incorporated in this
Prospectus Supplement by reference from the Current Report of The AES
Corporation on Form 8-K filed March 18, 1999 and the related financial
statement schedules incorporated in this Prospectus Supplement by reference
from the Annual Report of The AES Corporation on Form 10-K filed March 30, 1999
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their reports, which are incorporated by reference herein, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
In addition, see "Experts" in the accompanying Prospectus.
S-19
<PAGE>
P R O S P E C T U S
$1,500,000,000
[GRAPHIC OMITTED]
THE AES CORPORATION
COMMON STOCK, PREFERRED STOCK, DEBT SECURITIES,
STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS
----------
The AES Corporation (the "Company" or "AES") may from time to time offer,
together or separately, (i) shares of its common stock, par value $.01 per
share (the "Common Stock"), (ii) shares of its preferred stock, no par value
(the "Preferred Stock"), (iii) unsecured senior debt securities (the "Senior
Debt Securities"), (iv) unsecured senior subordinated debt securities (the
"Senior Subordinated Debt Securities"), (v) unsecured junior subordinated
securities (the "Junior Subordinated Debt Securities"), (vi) Stock Purchase
Contracts to purchase Common Stock ("Stock Purchase Contracts") and (vii) Stock
Purchase Units ("Stock Purchase Units"), each representing ownership of a Stock
Purchase Contract and Debt Securities or debt obligations of third parties,
including U.S. Treasury securities, securing the holder's obligation to
purchase Common Stock under the Stock Purchase Contract, in each case in one or
more series and in amounts, at prices and on terms to be determined at or prior
to the time of sale. The Senior Debt Securities, Senior Subordinated Debt
Securities and Junior Subordinated Securities are collectively referred to
herein as the "Debt Securities". The Debt Securities, Common Stock, Preferred
Stock, Stock Purchase Contracts and Stock Purchase Units are collectively
referred to herein as the "Securities".
SEE "RISK FACTORS" BEGINNING ON PAGE 5 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
----------
The Common Stock and Preferred Stock offered pursuant to this Prospectus
may be issued in one or more series or issuances in U.S. dollars or in one or
more foreign currencies, currency units or composite securities to be
determined at or prior to the time of any offering. The Stock Purchase
Contracts and the Stock Purchase Units offered pursuant to this Prospectus may
be issued in one or more series and amounts, at prices and on terms to be
determined at or prior to the time of any such offering. The Debt Securities
offered pursuant to this Prospectus may consist of debentures, notes or other
evidences of indebtedness in one or more series and in amounts, at prices and
on terms to be determined at or prior to the time of any such offering. The
Company's obligations under the Senior Debt Securities will rank pari passu
with all unsecured and unsubordinated debt (as defined herein) of the Company.
The Company's obligations under the Senior Subordinated Debt Securities will be
subordinated in right of payment to the prior payment in full of all Senior
Debt (as defined herein). The Company's obligations under the Junior
Subordinated Debt Securities will be subordinated in right of payment to the
prior payment in full of all Senior and Senior Subordinated Debt (as defined
herein) of the Company. See "Description of Debt Securities".
By separate prospectus, the form of which is included in the Registration
Statement of which this Prospectus forms a part, three Delaware statutory
business trusts (the "AES Trusts"), which are wholly owned subsidiaries of the
Company, may from time to time severally offer preferred securities guaranteed
by the Company to the extent set forth therein and the Company may offer from
time to time junior subordinated debt securities either directly or to an AES
Trust. The aggregate public offering price of the securities to be offered by
the Prospectus and such other prospectus shall not exceed $1,500,000,000.
The date of this Prospectus is November 19, 1997.
<PAGE>
Specific terms of the Securities in respect of which this Prospectus is
being delivered (the "Offered Securities") will be set forth in a Prospectus
Supplement with respect to such Offered Securities, which Prospectus Supplement
will describe, without limitation and where applicable, the following: (i) in
the case of Common Stock, the specific designation, number of shares, purchase
price and the rights and privileges thereof, together with any qualifications
or restrictions thereon and any listing on a securities exchange; (ii) in the
case of Preferred Stock, the specific designation, number of shares, purchase
price and the rights, preferences and privileges thereof and any qualifications
or restrictions thereon (including dividends, liquidation value, voting rights,
terms for the redemption, conversion or exchange thereof and any other specific
terms of the Preferred Stock) and any listing on a securities exchange; (iii)
in the case of Debt Securities, the specific designation, aggregate principal
amount, authorized denomination, maturity, premium, if any, exchangeability,
redemption, conversion, prepayment or sinking fund provisions, if any, interest
rate (which may be fixed or variable), if any, method, if any, of calculating
interest payments and dates for payment thereof, dates on which premium, if
any, will be payable, the right of the Company, if any, to defer payment of
interest on the Debt Securities and the maximum length of such deferral period,
the initial public offering price, any listing on a securities exchange and
other specific terms of the offering; (iv) in the case of Stock Purchase
Contracts, the designation and number of shares of Common Stock issuable
thereunder, the purchase price of the Common Stock, the date or dates on which
the Common Stock is required to be purchased by the holders of the Stock
Purchase Contracts, any periodic payments required to be made by the Company to
the holders of the Stock Purchase Contract or vice versa, and the terms of the
offering and sale thereof, and (v) in the case of Stock Purchase Units, the
specific terms of the Stock Purchase Contracts and any Debt Securities or debt
obligations of third parties securing the holder's obligation to purchase the
Common Stock under the Stock Purchase Contracts, and the terms of the offering
and sale thereof. Unless otherwise indicated in the Prospectus Supplement, the
Company does not intend to list any of the Securities other than the Common
Stock and the Preferred Stock on a national securities exchange. Any Prospectus
Supplement relating to any series of Offered Securities will contain
information concerning certain United States federal income tax considerations,
if applicable, to the Offered Securities.
The Offered Securities may be offered directly, through agents designated
from time to time, through dealers or through underwriters. Such agents or
underwriters may act alone or with other agents or underwriters. See "Plan of
Distribution". Any such agents, dealers or underwriters will be set forth in a
Prospectus Supplement. If an agent of the Company, or a dealer or underwriter
is involved in the offering of the Offered Securities, the agent's commission,
dealer's purchase price, underwriter's discount and net proceeds to the
Company, as the case may be, will be set forth in, or may be calculated from,
the Prospectus Supplement. Any underwriters, dealers or agents participating in
the offering may be deemed "underwriters" within the meaning of the Securities
Act of 1933.
This Prospectus may not be used to consummate sales of Offered Securities
unless accompanied by a Prospectus Supplement.
<PAGE>
AVAILABLE INFORMATION
AES is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy and information statements and other information
with the Securities and Exchange Commission (the "Commission"). These reports,
proxy and information statements and other information may be inspected without
charge and copied at the public reference facilities maintained by the
Commission at its principal offices at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's regional offices located at
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661,
and 7 World Trade Center, Suite 1300, New York, New York 10048. Copies of such
materials also can be obtained at prescribed rates from the Public Reference
Section of the Commission at the principal offices of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Such material
may also be inspected at the offices of the National Association of Securities
Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006. Such material may
also be accessed electronically by means of the Commission's home page on the
Internet at http://www.sec.gov.
The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the Securities offered hereby (including all amendments and
supplements thereto, the "Registration Statement"). This Prospectus, which
forms a part of the Registration Statement, does not contain all the
information set forth in the Registration Statement and the exhibits filed
thereto, certain parts of which have been omitted in accordance with the rules
and regulations of the Commission. Statements contained herein concerning the
provisions of any documents are not necessarily complete and, in each instance,
reference is made to the copy of such document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference. The Registration
Statement and the exhibits thereto can be inspected and copied at the public
reference facilities and regional and other offices referred to above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates in this Prospectus by reference thereto
and makes a part hereof the following documents, heretofore filed with the
Commission pursuant to the Exchange Act: (i) the Company's Annual Report on
Form 10-K for the year ended December 31, 1996; (ii) the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1997; (iii) the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1997; (iv) the
Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
1997; (v) the Company's Current Reports on Form 8-K filed on November 10, 1997,
November 6, 1997, October 24, 1997, August 18, 1997, July 16, 1997, July 15,
1997, July 14, 1997, July 3, 1997, March 24, 1997, March 13, 1997, February 19,
1997 and January 30, 1997 and the Company's Current Report's on Form 8-K/A
filed on November 7, 1997 and August 5, 1997.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to termination of the offering being made hereby shall be deemed to be
incorporated in this Prospectus by reference and to be a part hereof from the
respective dates of the filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus and the Registration Statement of which it is a part to the extent
that a statement contained herein or in any subsequently filed document which
also is, or is deemed to be, incorporated by reference herein, modifies or
supersedes such earlier statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus or such Registration Statement.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, upon written or oral request
of any such person, a copy of any and all of the documents referred to above
which have been or may be incorporated in this Prospectus by reference, other
than exhibits to such documents which are not specifically incorporated by
reference into such documents. Requests for such copies should be directed to
William R. Luraschi, General Counsel and Secretary, The AES Corporation, 1001
North 19th Street, Arlington, Virginia 22209, telephone (703) 522-1315.
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USE OF PROCEEDS
Unless otherwise set forth in the applicable Prospectus Supplement,
proceeds from the sale of the Offered Securities will be used by the Company
for general corporate purposes and initially may be temporarily invested in
short-term securities.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges.
<TABLE>
<CAPTION>
NINE-MONTHS
ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
--------------------------------------------------------- --------------
1992 1993 1994 1995 1996 1997
--------- --------- --------- --------- --------- --------------
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges ......... 1.37 1.62 2.08 2.18 1.83 1.45
</TABLE>
For the purpose of computing the ratio of earnings to fixed charges,
earnings consist of income from continuing operations before income taxes and
minority interest, plus fixed charges, less capitalized interest, less excess
of earnings over dividends of less-than-fifty-percent-owned companies. Fixed
charges consist of interest (including capitalized interest) on all
indebtedness, amortization of debt discount and expense and that portion of
rental expense which the Company believes to be representative of an interest
factor. A statement setting forth the computation of the above ratios is on
file as an exhibit to the Registration Statement of which this Prospectus is a
part.
During the period from January 1, 1992 until June 30, 1997, no shares of
Preferred Stock were issued or outstanding, and during that period the Company
did not pay any Preferred Stock dividends.
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THE COMPANY
AES is a global power company committed to supplying electricity to
customers world-wide in a socially responsible way. The Company was one of the
original entrants in the independent power market and today is one of the
world's largest independent power companies, based on net equity ownership of
generating capacity (in megawatts) in operation or under construction. AES
markets power principally from electricity generating facilities that it
develops, acquires, owns and operates.
Over the last five years, the Company has experienced significant growth.
This growth has resulted primarily from the development and construction of new
plants ("greenfield development") and also from the acquisition of existing
generating plants and distribution companies, through competitively bid
privatization initiatives outside of the United States or negotiated
acquisitions. Since 1992, the Company's total generating capacity in megawatts
has grown from 1,829 MW to 18,538 MW (an increase of 914%), with the total
number of plants in operation increasing from eight to 74. Additionally, the
Company's total revenues have increased at a compound annual growth rate of 20%
from $401 million in 1992 to $835 million in 1996, while net income has
increased at a compound annual growth rate of 22% from $56 million to $125
million over the same period.
AES operates and owns (entirely or in part), through subsidiaries and
affiliates, power plants in ten countries with a capacity of approximately
18,538 MW (including 4,000 MW attributable to Ekibastuz which currently has a
capacity factor of approximately 20%). AES is also constructing nine additional
power plants in seven countries with a capacity of approximately 4,921 MW. The
Company's total ownership in plants in operation and under construction
aggregates approximately 23,459 MW and its net equity ownership in such plants
is approximately 11,882 MW. In addition, AES has numerous projects in advanced
stages of development, including seven projects with design capacity of
approximately 3,398 MW that have executed or been awarded power sales
agreements.
The Company is also engaged (entirely or in part) in electric power
distribution businesses in Latin America through its subsidiaries and
affiliates. These subsidiaries and affiliates serve approximately eight million
commercial, industrial and residential customers using approximately 63,000
gigawatt hours per year.
As a result of the Company's significant growth in recent years, the
Company's operations have become more diverse with regard to both geography and
fuel source and it has reduced its dependence upon any single project or
customer. During 1996, four of the Company's projects individually contributed
more than 10% of the Company's total revenues, Shady Point which represented
approximately 20%, San Nicolas which represented approximately 16%, Thames
which represented approximately 16% and Barbers Point which represented
approximately 15%.
OUTLOOK
The global trend of electricity market restructuring has created
significant new business opportunities for companies like AES. Both domestic
and international electricity markets are being restructured and there is a
trend away from government-owned electricity systems toward deregulated,
competitive market structures. Many countries have rewritten their laws and
regulations to allow foreign investment and private ownership of electricity
generation, transmission or distribution systems. Some countries have or are in
the process of "privatizing" their electricity systems by selling all or part
of such systems to private investors. With 69 of its operating plants and
distribution companies having been acquired or commenced commercial operations
since 1992, AES has been an active participant in both the international
privatization process and the development process. The Company is currently
pursuing over 90 projects including acquisitions, the expansion of existing
plants and new projects.
AES believes that there is significant demand for both new and more
efficiently operated electric generating capacity in many regions around the
world. In an effort to further grow and diversify the Company's portfolio of
electric generating plants, AES is pursuing, through its integrated divisions,
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<PAGE>
additional greenfield developments and acquisitions in many countries. Several
of these acquisitions, if consummated, would require the Company to obtain
substantial additional financing, in the form of both debt and equity
financing, in the short term.
STRATEGY
The Company's strategy in helping meet the world's need for electricity is
to participate in competitive power markets as they develop either by
greenfield development or by acquiring and operating existing facilities or
distribution systems in these markets. The Company generally operates electric
generating facilities that utilize natural gas, coal, oil, hydro power, or
combinations thereof. In addition, the Company participates in the electric
power distribution and retail supply businesses in certain limited instances,
and will continue to review opportunities in such markets in the future.
Other elements of the Company's strategy include:
o Supplying energy to customers at the lowest cost possible, taking into
account factors such as reliability and environmental performance;
o Constructing or acquiring projects of a relatively large size (generally
larger than 100 MW);
o When available, entering into power sales contracts with electric
utilities or other customers with significant credit strength; and
o Participating in electric power distribution and retail supply markets
that grant concessions with long-term pricing arrangements.
The Company also strives for operating excellence as a key element of its
strategy, which it believes it accomplishes by minimizing organizational layers
and maximizing company-wide participation in decision-making. AES has attempted
to create an operating environment that results in safe, clean and reliable
electricity generation. Because of this emphasis, the Company prefers to
operate all facilities which it develops or acquires; however, there can be no
assurance that the Company will have operating control of all of its
facilities.
Where possible, AES attempts to sell electricity under long-term power
sales contracts. The Company attempts, whenever possible, to structure the
revenue provisions of such power sales contracts such that changes in the cost
components of a facility (primarily fuel costs) correspond, as effectively as
possible, to changes in the revenue components of the contract. The Company
also attempts to provide fuel for its operating plants generally under
long-term supply agreements, either through contractual arrangements with third
parties or, in some instances, through acquisition of a dependable source of
fuel.
As electricity markets become more competitive, it may be more difficult
for AES (and other power generation companies) to obtain long-term power sales
contracts. In markets where long-term contracts are not available, AES will
pursue methods to hedge costs and revenues to provide as much assurance as
possible of a project's profitability. In these situations, AES might choose to
purchase a project with a partial hedge or with no hedge, with the strategy
that its diverse portfolio of projects provides some hedge to the increased
volatility of the project's earnings and cash flow. Additionally, AES may
choose not to participate in these markets.
The Company attempts to finance each domestic and foreign plant primarily
under loan agreements and related documents which, except as noted below,
require the loans to be repaid solely from the project's revenues and provide
that the repayment of the loans (and interest thereon) is secured solely by the
capital stock, physical assets, contracts and cash flow of that plant
subsidiary or affiliate. This type of financing is generally referred to as
"project financing." The lenders under these project financing structures
cannot look to AES or its other projects for repayment, unless such entity
explicitly agrees to undertake liability. AES has explicitly agreed to
undertake certain limited obligations and contingent liabilities, most of which
by their terms will only be effective or will be terminated upon the occurrence
of future events. In certain circumstances, the Company may incur indebtedness
which is recourse to the Company or to more than one project.
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<PAGE>
RISK FACTORS
Purchasers of the Securities should read this entire Prospectus carefully.
Ownership of the Securities involves certain risks. The following factors
should be considered carefully in evaluating AES and its business before
purchasing the Securities offered by this Prospectus.
Leverage and Subordination. The Company and its subsidiaries had
approximately $3.9 billion of outstanding indebtedness at September 30, 1997.
As a result of the Company's level of debt, the Company might be significantly
limited in its ability to meet its debt service obligations, to finance the
acquisition and development of additional projects, to compete effectively or
to operate successfully under adverse economic conditions. As of September 30,
1997, the Company had a consolidated ratio of total debt to total book
capitalization (including current debt) of approximately 70%.
The Senior Subordinated Debt Securities will be subordinated to all Senior
Debt, including, but not limited to, the amounts outstanding under the
Company's current $425 million credit facility. The Junior Subordinated Debt
Securities will be subordinated to all Senior and Senior Subordinated Debt of
the Company, including, but not limited to, the amounts outstanding under the
Company's current $425 million credit facility. As of September 30, 1997, the
Company had approximately $207 million in aggregate principal amount of Senior
Debt and $782 million in aggregate principal amount of Senior and Senior
Subordinated Debt.
Upon any payment or distribution of assets to creditors upon any
liquidation, dissolution, winding up, receivership, reorganization, assignment
for the benefit of creditors, marshaling of assets and liabilities or any
bankruptcy, insolvency or similar proceedings of the Company, the holders of
Senior Debt will first be entitled to receive payment in full of all amounts
due or to become due under all Senior Debt before the holders of the Senior
Subordinated Debt Securities will be entitled to receive any payment in respect
of the principal of, premium, if any, or interest on such Senior Subordinated
Debt Securities and holders of Senior and Senior Subordinated Debt will first
be entitled to receive payment in full of all amounts due or to become due
under all Senior and Senior Subordinated Debt before the holders of the Junior
Subordinated Debt Securities will be entitled to receive any payment in respect
of the principal of, premium, if any, or interest on such Junior Subordinated
Debt Securities. No payments on account of principal, premium, if any, or
interest in respect of the Senior Subordinated Debt Securities or Junior
Subordinated Debt Securities may be made if there shall have occurred and be
continuing a default in any payment under any Senior Debt or Senior and Senior
Subordinated Debt, respectively, or during certain periods when an event of
default under certain Senior Debt or Senior and Senior Subordinated Debt,
respectively, permits the respective lenders thereunder to accelerate the
maturity thereof. See "Description of Debt Securities -- Subordination of
Senior Subordinated Debt Securities" and "Description of Debt Securities --
Subordination of Junior Subordinated Debt Securities."
The Debt Securities will be effectively subordinated to the indebtedness
and other obligations (including trade payables) of the Company's subsidiaries.
At September 30, 1997, the indebtedness and obligations of the Company's
subsidiaries aggregated approximately $3.7 billion. The ability of the Company
to pay principal of, premium, if any, and interest on the Debt Securities will
be dependent upon the receipt of funds from its subsidiaries by way of
dividends, fees, interest, loans or otherwise. Most of the Company's
subsidiaries with interests in power generation facilities currently have in
place, and the Indentures for the Debt Securities will, under certain
circumstances, permit the Company's subsidiaries to enter into, arrangements
that restrict their ability to make distributions to the Company by way of
dividends, fees, interest, loans or otherwise. The Company's subsidiaries are
separate and distinct legal entities and have no obligation, contingent or
otherwise, to pay any amounts due pursuant to the Debt Securities or to make
any funds available therefor, whether by dividends, loans or other payments,
and do not guarantee the payment of interest on or principal of the Debt
Securities. Any right of the Company to receive any assets of any of its
subsidiaries upon any liquidation, dissolution, winding up, receivership,
reorganization, assignment for the benefit of creditors, marshaling of assets
and liabilities or any bankruptcy, insolvency or similar proceedings of the
Company (and the consequent right of the holders of the Debt Securities to
participate in the distribution of, or to realize proceeds from, those assets)
will be effectively subordinated to the claims of any such subsidiary's
creditors (including trade creditors and holders of debt issued by such
subsidiary). The Company currently conducts substantially all of its operations
through its subsidiaries.
5
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Doing Business Outside the United States. The Company's involvement in the
development of new projects and the acquisition of existing plants in locations
outside the United States is increasing and most of the Company's current
development and acquisition activities are for projects and plants outside the
United States. The Company, through subsidiaries, affiliates and joint
ventures, has ownership interests in 76 power plants outside the United States
in operation or under construction. Thirty-nine of such power plants are
located in Brazil; nine in the People's Republic of China; seven in Kazakhstan;
six in Argentina; five in the United Kingdom; three in Hungary; two in each of
Australia and Pakistan; and one in each of the Netherlands, Canada and the
Dominican Republic.
The financing, development and operation of projects outside the United
States entail significant political and financial uncertainties (including,
without limitation, uncertainties associated with first-time privatization
efforts in the countries involved, currency exchange rate fluctuations,
currency repatriation restrictions, currency inconvertibility, political
instability, civil unrest, and expropriation) and other credit quality,
liquidity or structuring issues that have the potential to cause substantial
delays in respect of or material impairment of the value of the project being
developed or operated, which AES may not be capable of fully insuring or
hedging against. The ability to obtain financing on a commercially acceptable
non-recourse basis in developing nations may also require higher investments by
the Company than historically have been the case. In addition, financing in
countries with less than investment grade sovereign credit ratings may also
require substantial participation by multilateral financing agencies. There can
be no assurance that such financing can be obtained when needed.
The uncertainty of the legal environment in certain countries in which the
Company, its subsidiaries and its affiliates are or in the future may be
developing, constructing or operating could make it more difficult for the
Company to enforce its respective rights under agreements relating to such
projects. In addition, the laws and regulations of certain countries may limit
the Company's ability to hold a majority interest in some of the projects that
it may develop or acquire. International projects owned by the Company may, in
certain cases, be expropriated by applicable governments. Although AES may have
legal recourse in enforcing its rights under agreements and recovering damages
for breaches thereof, there can be no assurance that any such legal proceedings
will be successful.
Competition. The global power production market is characterized by
numerous strong and capable competitors, many of whom may have extensive and
diversified developmental or operating experience (including both domestic and
international experience) and financial resources similar to or greater than
the Company. Further, in recent years, the power production industry has been
characterized by strong and increasing competition with respect to both
obtaining power sales agreements and acquiring existing power generation
assets. In certain markets, these factors have caused reductions in prices
contained in new power sales agreements and, in many cases, have caused higher
acquisition prices for existing assets through competitive bidding practices.
The evolution of competitive electricity markets and the development of highly
efficient gas-fired power plants have also caused, or are anticipated to cause,
price pressure in certain power markets where the Company sells or intends to
sell power. There can be no assurance that the foregoing competitive factors
will not have a material adverse effect on the Company.
Development Uncertainties. The majority of the projects that AES develops
are large and complex and the completion of any such project is subject to
substantial risks. Development can require the Company to expend significant
sums for preliminary engineering, permitting, legal and other expenses in
preparation for competitive bids which the Company may not win or before it can
be determined whether a project is feasible, economically attractive or capable
of being financed. Successful development and construction is contingent upon,
among other things, negotiation on terms satisfactory to the Company of
engineering, construction, fuel supply and power sales contracts with other
project participants, receipt of required governmental permits and consents and
timely implementation and satisfactory completion of construction. There can be
no assurance that AES will be able to obtain new power sales contracts,
overcome local opposition, if any, obtain the necessary site agreements, fuel
supply and ash disposal agreements, construction contracts, steam sales
contracts, licenses and certifications, environmental and other permits and
financing commitments necessary for the successful development of its projects.
There can be no assurance that development efforts on any particular project,
or the Company's efforts generally, will be successful. If these development
efforts are not successful, the Company may abandon
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a project under development. At the time of abandonment, the Company would
expense all capitalized development costs incurred in connection therewith and
could incur additional losses associated with any related contingent
liabilities. The future growth of the Company is dependent, in part, upon the
demand for significant amounts of additional electrical generating capacity and
its ability to obtain contracts to supply portions of this capacity. Any
material unremedied delay in, or unsatisfactory completion of, construction of
the Company's projects could, under certain circumstances, have an adverse
effect on the Company's ability to meet its obligations, including the payment
of principal of, premium, if any and interest on Debt Securities. The Company
also is faced with certain development uncertainties arising out of doing
business outside of the United States. See "-- Doing Business Outside the
United States."
Risks Associated with Acquisitions. The Company has achieved a significant
portion of its growth through acquisitions and expects that it will continue to
grow, in part, through acquisitions. During 1997 alone the Company consummated
several major acquisitions in which the Company invested an aggregate of $1.9
billion (excluding non-recourse debt). Although each of the acquired businesses
had a significant operating history at the time of its acquisition by the
Company, the Company has a limited history of owning and operating these
businesses. In addition, most of these businesses were government owned and
some were operated as part of a larger integrated utility prior to their
acquisition by the Company. There can be no assurances that the Company will be
successful in transitioning these to private ownership, that such businesses
will perform as expected or that the returns from such businesses will support
the indebtedness incurred to acquire them or the capital expenditures needed to
develop them.
Uncertainty of Access to Capital for Future Projects. Each of AES's
projects under development and those independent power facilities it may seek
to acquire may require substantial capital investment. Continued access to
capital with acceptable terms is necessary to assure the success of future
projects and acquisitions. AES has substantially utilized project financing
loans to fund the capital expenditures associated with constructing and
acquiring its electric power plants and related assets. Project financing
borrowings have been substantially non- recourse to other subsidiaries and
affiliates and to AES as the parent company and are generally secured by the
capital stock, physical assets, contracts and cash flow of the related project
subsidiary or affiliate. The Company intends to continue to seek, where
possible, such non-recourse project financing in connection with the assets
which the Company or its affiliates may develop, construct or acquire. However,
depending on market conditions and the unique characteristics of individual
projects, such financing may not be available or the Company's traditional
providers of project financing, particularly multinational commercial banks,
may seek higher borrowing spreads and increased equity contributions.
Furthermore, because of the reluctance of commercial lending institutions
to provide non-recourse project financing (including financial guarantees) in
certain less developed economies, the Company, in such locations, has and will
continue to seek direct or indirect (through credit support or guarantees)
project financing from a limited number of multilateral or bilateral
international financial institutions or agencies. As a precondition to making
such project financing available, these institutions may also require
governmental guarantees of certain project and sovereign related risks.
Depending on the policies of specific governments, such guarantees may not be
offered and as a result, AES may determine that sufficient financing will
ultimately not be available to fund the related project.
In addition to the project financing loans, if available, AES provides a
portion, or in certain instances all, of the remaining long-term financing
required to fund development, construction, or acquisition. These investments
have generally taken the form of equity investments or loans, which are
subordinated to the project financing loans. The funds for these investments
have been provided by cash flows from operations and by the proceeds from
borrowings under the short-term credit facilities and issuances of senior
subordinated notes, convertible debentures and common stock of the Company.
The Company's ability to arrange for financing on either a fully recourse
or a substantially non-recourse basis and the costs of such capital are
dependent on numerous factors, including general economic and capital market
conditions, the availability of bank credit, investor confidence in the
Company, the continued success of current projects and provisions of tax and
securities laws which are conducive to raising capital in this manner. Should
future access to capital not be available, AES may
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decide not to build new plants or acquire existing facilities. While a decision
not to build new plants or acquire existing facilities would not affect the
results of operations of AES on its currently operating facilities or
facilities under construction, such a decision would affect the future growth
of AES.
Dependence on Utility Customers and Certain Projects. The nature of most
of AES's power projects is such that each facility generally relies on one
power sales contract with a single customer for the majority, if not all, of
its revenues over the life of the power sales contract. During 1996, five
customers, including Connecticut Light & Power Company, a subsidiary of
Northeast Utilities, accounted for 73% of the Company's consolidated total
revenues. The prolonged failure of any one utility customer to fulfill its
contractual obligations could have a substantial negative impact on AES's
primary source of revenues. AES has sought to reduce this risk in part by
entering into power sales contracts with utilities or other customers of strong
credit quality and by locating its plants in different geographic areas in
order to mitigate the effects of regional economic downturns.
Four of the Company's plants collectively represented approximately 39% of
AES's consolidated total assets at December 31, 1996 and generated
approximately 67% of AES's consolidated total revenues for the year ended
December 31, 1996.
Sales to Connecticut Light & Power Company ("CL&P") represented 16% of the
Company's total revenues in 1996. Moody's Investor Service Inc. ("Moody's") and
Standard & Poor's Corporation ("S&P") have recently downgraded CL&P's senior
secured long-term debt from Baa3/BBB- to Ba1/BB+, Both Moody's and S&P have
placed CL&P under review for possible downgrade or on credit watch. In March
1997, as a result of regulatory action by the Public Service Commission of New
Hampshire, Moody's and S&P downgraded the senior unsecured debt of Northeast
Utilities, the parent of CL&P, from Ba2/BB to Ba3/BB- and placed Northeast
Utilities on watch for possible downgrade.
Regulatory Uncertainty. AES's cogeneration operations in the United States
are subject to the provisions of various laws and regulations, including the
Public Utility Regulatory Policies Act of 1978, as amended ("PURPA") and the
Public Utility Holding Company Act, as amended ("PUHCA"). PURPA provides to
qualifying facilities ("QFs") certain exemptions from substantial federal and
state legislation, including regulation as public utilities. PUHCA regulates
public utility holding companies and their subsidiaries. AES is not and will
not be subject to regulation as a holding company under PUHCA as long as the
domestic power plants it owns are QFs under PURPA. QF status is conditioned on
meeting certain criteria, and would be jeopardized, for example, by the loss of
a steam customer. The Company believes that, upon the occurrence of an event
that would threaten the QF status of one of its domestic plants, it would be
able to react in a manner that would avoid the loss of QF status (such as by
replacing the steam customer). In the event the Company were unable to avoid
the loss of such status for one of its plants, to avoid public utility holding
company status, AES could apply to the Federal Energy Regulatory Commission
("FERC") to obtain status as an Exempt Wholesale Generator ("EWG"), or could
restructure the ownership of the project subsidiary. EWGs, however, are subject
to broader regulation by FERC and may be subject to state public utility
commissions regulation regarding non-rate matters. In addition, any
restructuring of a project subsidiary could result in, among other things, a
reduced financial interest in such subsidiary, which could result in a gain or
loss on the sale of the interest in such subsidiary, the removal of such
subsidiary from the consolidated income tax group or the consolidated financial
statements of the Company, or an increase or decrease in the results of
operations of the Company.
The United States Congress is considering proposed legislation which would
repeal PURPA entirely, or at least repeal the obligation of utilities to
purchase from QFs. There is strong support for grandfathering existing QF
contracts if such legislation is passed, and also support for requiring
utilities to conduct competitive bidding for new electric generation if the
PURPA purchase obligation is eliminated. Various bills have also proposed
repeal of PUHCA. Repeal of PUHCA would allow both independents and vertically
integrated utilities to acquire retail utilities in the United States that are
geographically widespread, as opposed to the current limitations of PUHCA which
require that retail electric systems be capable of physical integration. In
addition, registered holding companies would be free to acquire non-utility
businesses, which they may not do now, with certain limited exceptions. In the
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<PAGE>
event of a PUHCA repeal, competition for independent power generators from
vertically integrated utilities would likely increase. Repeal of PURPA and/or
PUHCA may or may not be part of comprehensive legislation to restructure the
electric utility industry, allow retail competition, and deregulate most
electric rates. The effect of any such repeal cannot be predicted, although any
such repeal could have a material adverse effect on the Company.
Electric Utility Industry Restructuring Proposals. The FERC and many state
utility commissions are currently studying a number of proposals to restructure
the electric utility industry in the United States. Such restructuring would
permit utility customers to choose their utility supplier in a competitive
electric energy market. The FERC issued a final rule in April 1996 which
requires utilities to offer wholesale customers and suppliers open access on
utility transmission lines, on a comparable basis to the utilities' own use of
the lines. The final rule is subject to rehearing and may become the subject of
court litigation. Many utilities have already filed "open access" tariffs. The
utilities contend that they should recover from departing customers their fixed
costs that will be "stranded" by the ability of their wholesale customers (and
perhaps eventually, their retail customers) to choose new electric power
suppliers. The FERC final rule endorses the recovery of legitimate and
verifiable "stranded costs." These may include the costs utilities are required
to pay under many QF contracts which the utilities view as excessive when
compared with current market prices. Many utilities are therefore seeking ways
to lower these contract prices or rescind the contracts altogether, out of
concern that their shareholders will be required to bear all or part of such
"stranded" costs. Some utilities have engaged in litigation against QFs to
achieve these ends.
In addition, future United States electric rates may be deregulated in a
restructured United States electric utility industry and increased competition
may result in lower rates and less profit for United States electricity
sellers. Falling electricity prices and uncertainty as to the future structure
of the industry is inhibiting United States utilities from entering into
long-term power purchase contracts. The effect of any such restructuring on the
Company cannot be predicted, although any such restructuring could have a
material adverse effect on the Company.
Litigation and Regulatory Proceedings. From time to time, the Company and
its affiliates are parties to litigation and regulatory proceedings. Investors
should review the descriptions of such matters contained in the Company's
Annual, Quarterly and Current Reports filed with the Commission and
incorporated by reference herein. There can be no assurances that the outcome
of such matters will not have a material adverse effect on the Company's
consolidated financial position.
Business Subject to Stringent Environmental Regulations. AES's activities
are subject to stringent environmental regulation by federal, state, local and
foreign governmental authorities. For example, the Clean Air Act Amendments of
1990 impose more stringent standards than those previously in effect, and
require states to impose permit fees on certain emissions. Congress and other
foreign governmental authorities also may consider proposals to restrict or tax
certain emissions. These proposals, if adopted, could impose additional costs
on the operation of AES's power plants. There can be no assurance that AES
would be able to recover all or any increased costs from its customers or that
its business, financial condition or results of operations would not be
materially and adversely affected by future changes in domestic or foreign
environmental laws and regulations. The Company has made and will continue to
make capital and other expenditures to comply with environmental laws and
regulations. There can be no assurance that such expenditures will not have a
material adverse effect on the Company's financial condition or results of
operations.
Control by Existing Stockholders. As of September 30, 1997, AES's two
founders, Roger W. Sant and Dennis W. Bakke, and their immediate families
together owned beneficially approximately 22.1% of AES's outstanding Common
Stock. As a result of their ownership interests, Messrs. Sant and Bakke may be
able to significantly influence or exert control over the affairs of AES,
including the election of the Company's directors. As of September 30, 1997,
all of AES's officers and directors and their immediate families together owned
beneficially approximately 29.2% of AES's outstanding Common Stock. To the
extent that they decide to vote together, these stockholders would be able to
significantly influence or control the election of AES's directors, the
management and policies of AES and any action requiring stockholder approval,
including significant corporate transactions.
9
<PAGE>
Adherence to AES's Principles -- Possible Impact on Results of Operations.
A core part of AES's corporate culture is a commitment to "shared principles":
to act with integrity, to be fair, to have fun and to be socially responsible.
The Company seeks to adhere to these principles not as a means to achieve
economic success, but because adherence is a worthwhile goal in and of itself.
However, if the Company perceives a conflict between these principles and
profits, the Company will try to adhere to its principles -- even though doing
so might result in diminished or foregone opportunities or financial benefits.
Shares Eligible for Future Sale. Certain credit facilities of AES
subsidiaries are secured by the pledge of 34.6 million shares of the AES Common
Stock held by a subsidiary of AES. The sale of a substantial number of such
shares in the public market upon any foreclosure or otherwise could have an
adverse effect on the market price of the AES Common Stock.
Risk of Fraudulent Transfer. Various fraudulent conveyance laws have been
enacted for the protection of creditors and may be applied by a court on behalf
of any unpaid creditor or a representative of AES's creditors in a lawsuit to
subordinate or avoid Debt Securities in favor of other existing or future
creditors of AES. Under applicable provisions of the U.S. Bankruptcy code or
comparable provisions of state fraudulent transfer or conveyance laws, if AES
at the time of issuance of Debt Securities , (i) incurred such indebtedness
with intent to hinder, delay or defraud any present or future creditor of AES
or contemplated insolvency with a design to prefer one or more creditors to the
exclusion in whole or in part of others or (ii) received less than reasonably
equivalent value or fair consideration for issuing Debt Securities and AES (a)
was insolvent, (b) was rendered insolvent by reason of the issuance of the Debt
Securities, (c) was engaged or about to engage in business or a transaction for
which the remaining assets of AES constitute unreasonably small capital to
carry on its business or (d) intended to incur, or believed that it would
incur, debts beyond its ability to pay such debts as they mature, then, in each
case, a court of competent jurisdiction could void, in whole or in part, the
Debt Securities. Among other things, a legal challenge of the Debt Securities
on fraudulent conveyance grounds may focus on the benefits, if any, realized by
AES as a result of the issuance by AES of the Debt Securities.
The measure of insolvency for purposes of the foregoing will vary
depending upon the law applied in such case. Generally, however, AES would be
considered insolvent if the sum of its debts, including contingent liabilities,
were greater than all of its assets at fair valuation or if the present fair
market value of its assets were less than the amount that would be required to
pay the probable liability on its existing debts, including contingent
liabilities, as they become absolute and mature. There can be no assurance
that, after providing for all prior claims, there will be sufficient assets to
satisfy the claims of the holders of the Debt Securities.
Management believes that, for purposes of all such insolvency, bankruptcy
and fraudulent transfer or conveyance laws, the Debt Securities are being
incurred without the intent to hinder, delay or defraud creditors and for
proper purposes and in good faith, and that AES after the issuance of the Debt
Securities will be solvent, will have sufficient capital for carrying on its
business and will be able to pay its debts as they mature. There can be no
assurance, however, that a court passing on such questions would agree with
management's view.
No Prior Public Market -- Possible Price Volatility of Debt Securities,
Stock Purchase Contracts, Stock Purchase Units and Preferred Stock. Prior to
the offering, there has been no public market for the Senior Debt Securities,
the Junior Subordinated Debt Securities, the Preferred Stock, the Stock
Purchase Contracts and the Stock Purchase Units. There can be no assurance that
an active trading market for the Senior Debt Securities, the Junior
Subordinated Debt Securities, the Preferred Stock, the Stock Purchase Contracts
or the Stock Purchase Units will develop or be sustained. If such a market were
to develop, the Senior Debt Securities, the Junior Subordinated Debt
Securities, the Preferred Stock, the Stock Purchase Contracts or the Stock
Purchase Units could trade at prices that may be higher or lower than their
initial offering price depending upon many factors, including prevailing
interest rates, the Company's operating results and the markets for similar
securities. Historically, the market for non-investment grade debt has
demonstrated substantial volatility in the prices of securities similar to the
Debt Securities. There can be no assurance that the future market for the Debt
Securities will not be subject to similar volatility.
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<PAGE>
DESCRIPTION OF CAPITAL STOCK
Under the Amended and Restated Certificate of Incorporation of the Company
(the "Certificate of Incorporation"), the authorized capital stock of the
Company consists of 500,000,000 shares of Common Stock, par value $.01 per
share, and 50,000,000 shares of Preferred Stock, no par value.
The following summary contains a description of certain general terms of
the Common Stock and the Preferred Stock to which any Prospectus Supplement may
relate. Certain terms of any series of Preferred Stock offered by a Prospectus
Supplement will be described in the Prospectus Supplement relating thereto. If
so indicated in the Prospectus Supplement, the terms of any series may differ
from the terms set forth below. The description of certain material provisions
of the Common Stock and the Preferred Stock is subject to and qualified in its
entirety by reference to the provisions of the Company's Certificate of
Incorporation, and, in the case of the Preferred Stock, to the Certificate of
Designation (the "Certificate of Designation") relating to each particular
series of Preferred Stock which will be filed or incorporated by reference, as
the case may be, as an exhibit to the Registration Statement of which this
Prospectus is a part at or prior to the time of the issuance of such Preferred
Stock.
COMMON STOCK
As of June 30, 1997, there were, after giving effect to the stock split
discussed below, 165,309,292 shares of Common Stock outstanding.
The holders of Common Stock are entitled to one vote per share on all
matters to be voted upon by the stockholders. Subject to preferences that may
be applicable to any outstanding Preferred Stock, the holders of Common Stock
are entitled to receive ratably such dividends, if any, as may be declared from
time to time by the Board of Directors of the Company (the "Board of
Directors") out of funds legally available therefor. In the event of the
liquidation, dissolution or winding up of the Company, the holders of Common
Stock are entitled to share ratably in all assets remaining after payment of
liabilities, subject to prior distribution rights of the Preferred Stock, if
any, then outstanding. The Common Stock has no preemptive or conversion rights
or other subscription rights. There are no redemption or sinking fund
provisions applicable to the Common Stock. All outstanding shares of Common
Stock are fully paid and non-assessable, and any shares of Common Stock in
respect of which this Prospectus is being delivered will be fully paid and
non-assessable.
The transfer agent for the Company's Common Stock is First Chicago Trust
Company.
PRICE RANGE OF AES COMMON STOCK AND COMMON STOCK DIVIDENDS
AES Common Stock began trading on the New York Stock Exchange on October
16, 1996 under the symbol "AES." Prior to that date, Common Stock had been
quoted on the NASDAQ National Market System ("NASDAQ/NMS") under the symbol
"AESC." The following table sets forth for the periods indicated the high and
low sale prices for the Common Stock as reported on the NYSE Composite Tape and
by NASDAQ/NMS. In July 1997, the Company announced a two for one stock split,
in the form of a stock dividend, for holders of record on July 28, 1997 of its
Common Stock, par value $.01 per share, which was paid on August 28, 1997. The
prices set forth below are adjusted for such stock split.
<TABLE>
<CAPTION>
HIGH LOW
----------- -----------
<S> <C> <C>
1995
First Quarter ................ $ 9.88 $ 8.00
Second Quarter ............... 9.63 8.00
Third Quarter ................ 10.81 9.25
Fourth Quarter ............... 12.00 9.38
</TABLE>
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<TABLE>
<CAPTION>
HIGH LOW
------------ ------------
<S> <C> <C>
1996
First Quarter ................ $ 12.63 $ 10.50
Second Quarter ............... 14.81 11.13
Third Quarter ................ 20.25 13.94
Fourth Quarter ............... 25.06 19.63
</TABLE>
<TABLE>
<CAPTION>
HIGH LOW
------------ ------------
<S> <C> <C>
1997
First Quarter ..................................... $ 34.13 $ 22.38
Second Quarter .................................... 37.75 27.50
Third Quarter ..................................... 45.25 34.63
Fourth Quarter (through November 6, 1997) ......... 49.63 38.94
</TABLE>
No cash dividends have been paid on Common Stock since December 22, 1993
in order to provide capital for the Company's equity investments in projects.
The Company's ability to declare and pay dividends is dependent, among
other things, on the ability of its project subsidiaries to declare and pay
dividends (and otherwise distribute cash) to it, the Company's ability to
service its parent company debt and the Company's ability to meet certain
criteria for paying dividends under its corporate credit facility and under
existing indentures of Debt Securities.
The ability of the Company's subsidiaries to declare and pay dividends and
otherwise distribute cash to the Company is subject to certain limitations in
the project loans and other documents entered into by such project
subsidiaries. Such limitations permit the payment of dividends out of current
cash flow for quarterly, semi-annual or annual periods only at the end of such
periods and only after payment of principal and interest on project loans due
at the end of such periods.
Cash dividend payments on Common Stock are limited to a certain percentage
of cash flow under the Company's corporate credit agreement. The indentures
relating to the Company's existing senior subordinated notes preclude the
payment of cash dividends if at the time of such payment or after giving effect
thereto an event of default (as defined) or an event that, after the giving of
notice or lapse of time or both, would become an event of default, shall have
occurred and be continuing, if certain fixed charge coverage ratios are not met
or if the payment of such dividends, together with other restricted payments,
would exceed certain limits.
PREFERRED STOCK
As of June 30, 1997, there were no shares of Preferred Stock outstanding.
The Board of Directors has the authority to issue Preferred Stock in one
or more classes or series and to fix, by resolution, the rights, preferences,
privileges and restrictions thereof, including dividend rights, dividend rates,
conversion rights, exchange rights, voting rights, terms of redemption,
redemption prices, liquidation preferences and the number of shares
constituting any class or series or the designation of such class or series,
without any further action or vote by the stockholders. Preferred Stock, if
issued, will not be entitled to any preemptive or similar rights. The
applicable Prospectus Supplement will describe the following terms of any
Preferred Stock in respect of which the Prospectus is being delivered (to the
extent applicable to such Preferred Stock): (i) the specific designation,
number of shares, seniority and purchase price; (ii) any liquidation preference
per share; (iii) any date of maturity; (iv) any redemption, repayment or
sinking fund provisions; (v) any dividend rate or rates and the dates on which
any such dividends will be payable (or the method by which such rates or dates
will be determined); (vi) any voting rights; (vii) if other than the currency
of the United States, the currency or currencies including composite currencies
in which such Preferred Stock is denominated and/or in which payments will or
may be payable; (viii) the method by which amounts in respect of such Preferred
Stock may be calculated and any commodities, currencies or indices, or value,
rate or price, relevant to such calculation; (ix) whether such Preferred Stock
is convertible or exchangeable and, if so, the securities or rights into which
such Preferred Stock is convertible or exchangeable, and the terms and
conditions upon which such
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<PAGE>
conversions or exchanges will be effected including conversion or exchange
prices or rates, the conversion or exchange period and any other related
provisions; (x) the place or places where dividends and other payments on the
Preferred Stock will be payable; and (xi) any additional voting, dividend,
liquidation, redemption and other rights, preferences, privileges, limitations
and restrictions.
All shares of Preferred Stock offered hereby, or issuable upon conversion,
exchange or exercise of Securities, will, when issued, be fully paid and
non-assessable. Any shares of Preferred Stock that are issued would have
priority over the Common Stock with respect to dividend or liquidation rights
or both.
The transfer agent for each series of Preferred Stock will be described in
the applicable Prospectus Supplement.
DESCRIPTION OF CERTAIN PROVISIONS OF CERTIFICATE OF INCORPORATION AND BY-LAWS
The Certificate of Incorporation and By-Laws of AES contain several
provisions that may make the acquisition of control of AES by means of a tender
offer, open market purchases, a proxy fight or otherwise more difficult. Set
forth below is a description of certain of these provisions in the Certificate
of Incorporation and By-Laws.
Special Meetings of Stockholders. AES's By-Laws provide that, unless
otherwise prescribed by law, special meetings of stockholders may be called by
a resolution adopted by a majority of the entire Board of Directors, by the
Chairman of the Board or by the President. Only such business as shall be
specified in the notice of stockholders of the special meeting shall be
considered.
Stockholder Nomination of Directors. AES's By-Laws contain a procedure for
stockholder nomination of directors. The By-Laws provide that any record owner
of stock entitled to be voted generally in the election of directors may
nominate one or more persons for election as a director at a stockholders
meeting only if written notice is given to the Secretary of AES of the intent
to make such nomination. The notice must be given, with respect to an annual
meeting, not later than 90 days in advance of such annual meeting and with
respect to a special meeting, not later than the close of business on the
seventh day following the earlier of (a) the date on which notice of such
special meeting is first given to stockholders and (b) the date on which a
public announcement of such meeting is first made. Each notice must include (i)
the name and address of each stockholder who intends to appear in person or by
proxy to make the nomination and of the person or persons to be nominated; (ii)
a description of all arrangements or understandings between the stockholder and
each nominee and any other person or persons (naming them) pursuant to which
the nomination is to be made by the stockholder; (iii) such other information
regarding each nominee proposed by such stockholder as would have been included
in a proxy statement filed pursuant to Rule 14a-8 under the Exchange Act; and
(iv) the consent of each nominee to serve if elected. The presiding officer of
the meeting may refuse to acknowledge the nomination of any person not made in
compliance with this procedure.
The procedure for stockholder nomination of directors described above may
have the effect of precluding a nomination for election of directors at a
particular meeting if the required procedure is not followed.
Elimination of Liability; Indemnification. Except as set forth below, the
Certificate of Incorporation eliminates the liability of AES's directors to AES
or its stockholders for monetary damages resulting from breaches of their
fiduciary duties as directors. Directors remain liable for breaches of their
duty of loyalty to the Company or its stockholders, as well as for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law and transactions from which a director derives
improper personal benefit. The Certificate of Incorporation also does not
absolve directors of liability under Section 174 of the Delaware General
Corporation Law (the "GCL"), which makes directors personally liable for
unlawful dividends or unlawful stock repurchases or redemptions if the unlawful
conduct is willful or results from negligence.
Under AES's By-Laws, and in accordance with Section 145 of 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
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or suit by or in the right of the Company to procure a judgment in its favor, a
"derivative action") by reason of the fact that such person is or was a
director or officer of or employed by AES, or is or was serving in such
capacity or as an agent at the request of the Company for another entity, to
the full extent authorized by Delaware law, against expenses (including, but
not limited to, attorneys' fees), judgments, fines and amounts paid in
settlement 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. AES shall
indemnify persons in a derivative action under the same conditions, except that
no indemnification is permitted without judicial approval if the person is
adjudged to be liable to the Company in the performance of his or her duty.
Agents of the Company may be similarly indemnified at the discretion of the
Board of Directors.
Under Section 145 of the GCL, a similar duty 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, the Company 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. The Company maintains directors' and officers' insurance.
14
<PAGE>
DESCRIPTION OF DEBT SECURITIES
The Debt Securities may consist of Senior Debt Securities, Subordinated
Debt Securities or Junior Subordinated Debt Securities. The Senior Debt
Securities will be issued under an indenture (the "Senior Debt Indenture")
between The AES Corporation, as issuer, and The First National Bank of Chicago,
as trustee. The Senior Subordinated Debt Securities will be issued under an
indenture (the "Senior Subordinated Debt Indenture") dated as of July 1, 1996
between The AES Corporation, as issuer, and The First National Bank of Chicago,
as trustee. The Junior Subordinated Debt Securities will be issued under an
indenture (the "Junior Subordinated Debt Indenture") between The AES
Corporation, as issuer, and The First National Bank of Chicago, as trustee. The
First National Bank of Chicago, in its capacity as trustee under each of the
Indentures, is referred to herein as the "Trustee."
Copies of the Indentures (or the forms thereof) have been incorporated by
reference or included herein as exhibits to the Registration Statement of which
this Prospectus is a part and are also available for inspection at the office
of the Trustee. The Indentures are subject to and governed by the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"). Section
references contained herein are applicable to each of the Indentures. The
following summaries of certain provisions of the Indentures do not purport to
be complete, and where reference is made to particular provisions of the
Indentures, such provisions, including definitions of certain terms, are
incorporated by reference as a part of such summaries or terms, which are
qualified in their entirety by such reference. The Indentures are substantially
identical except for provisions relating to subordination.
GENERAL
None of the Indentures limits the amount of Debt Securities which may be
issued thereunder. Each Indenture provides that Debt Securities issuable
thereunder may be issued up to the aggregate principal amount which may be
authorized from time to time by the Company. Reference is made to the
Prospectus Supplement for the following terms of the Debt Securities (to the
extent such terms are applicable to such Debt Securities) in respect of which
this Prospectus is being delivered (the "Offered Debt Securities"): (i) the
designation, aggregate principal amount and authorized denominations of the
Offered Debt Securities; (ii) the date or dates on which the Offered Debt
Securities will mature; (iii) the rate or rates per annum at which the Offered
Debt Securities will bear interest and the method of calculating such rates, if
any; (iv) the dates on which any such interest will be payable and the record
dates for any such interest payments; (v) any mandatory or optional redemption
terms or prepayment, conversion, sinking fund or exchangeability provisions;
(vi) the place where the principal of and interest on the Offered Debt
Securities will be payable; (vii) if other than denominations of $1,000 or
multiples thereof, the denominations in which the Offered Debt Securities will
be issuable; (viii) whether the Offered Debt Securities shall be issued in the
form of Global Securities (as defined below) or certificates; (ix) additional
provisions, if any, relating to the defeasance of the Offered Debt Securities;
(x) the currency or currencies, if other than the currency of the United
States, in which payment of the principal of and interest on the Offered Debt
Securities will be payable; (xi) whether the Offered Debt Securities will be
issuable in registered form or bearer form ("Bearer Securities") or both and,
if Bearer Securities are issuable, any restrictions applicable to the exchange
of one form for another and the offer, sale and delivery of Bearer Securities;
(xii) any applicable United States federal income tax consequences, including
whether and under what circumstances the Company will pay additional amounts on
Offered Debt Securities held by a person who is not a U.S. Person (as defined
in each Prospectus Supplement relating to any particular series of Debt
Securities offered thereby) in respect of any tax, assessment or governmental
charge withheld or deducted and, if so, whether the Company will have the
option to redeem such Offered Debt Securities rather than pay such additional
amounts; (xiii) the dates on which premium, if any, will be payable; (xiv) the
right of the Company, if any, to defer payment of interest and the maximum
length of such deferral period; (xv) any listing on a securities exchange;
(xvi) the initial public offering price; and (xvii) other specific terms,
including any additional events of default or covenants provided for with
respect to the Offered Debt Securities.
As described in each Prospectus Supplement relating to any particular
series of Debt Securities offered thereby, the Indenture under which such Debt
Securities are issued may contain covenants limiting: (i) the incurrence of
debt by the Company; (ii) the incurrence of debt by subsidiaries of the
Company; (iii) the
15
<PAGE>
making of certain payments by the Company and its subsidiaries; (iv) subsidiary
mergers; (v) business activities of the Company and its subsidiaries; (vi) the
issuance of preferred stock of subsidiaries; (vii) asset dispositions; (viii)
transactions with affiliates; (ix) liens; and (x) mergers and consolidations
involving the Company.
BOOK-ENTRY SYSTEMS
If so specified in any accompanying Prospectus Supplement relating to Debt
Securities, Debt Securities of any series may be issued under a book-entry
system in the form of one or more global securities (each, a "Global
Security"). Each Global Security will be deposited with, or on behalf of, a
depositary, which, unless otherwise specified in the accompanying Prospectus
Supplement, will be The Depository Trust Company, New York, New York (the
"Depositary"). The Global Securities will be registered in the name of the
Depositary or its nominee.
The Depositary has advised the Company that the Depositary is a limited
purpose trust company organized under the laws of the State of New York, a
"banking organization" within the meaning of the New York banking law, a member
of the Federal Reserve System, a "clearing corporation" within the meaning of
the New York Uniform Commercial Code, and a "clearing agency" registered
pursuant to the provisions of Section 17A of the Exchange Act. The Depositary
was created to hold securities of its participants and to facilitate the
clearance and settlement of securities transactions among its participants
through electronic book-entry changes in accounts of the participants, thereby
eliminating the need for physical movement of securities certificates. The
Depositary's participants include securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other organizations, some of
which (and/or their representatives) own the Depositary. Access to the
Depositary's book-entry system is also available to others, such as banks,
brokers, dealers, and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly.
Upon the issuance of a Global Security in registered form, the Depositary
will credit, on its book-entry registration and transfer system, the respective
principal amounts of the Debt Securities represented by such Global Security to
the accounts of participants. The accounts to be credited will be designated by
the underwriters, dealers, or agents, if any, or by the Company, if such Debt
Securities are offered and sold directly by the Company. Ownership of
beneficial interests in the Global Security will be limited to participants or
persons that may hold interests through participants. Ownership of beneficial
interests by participants in the Global Security will be shown on, and the
transfer of that ownership interest will be effected only through, records
maintained by such participants. The laws of some jurisdictions may require
that certain purchasers of securities take physical delivery of such securities
in definitive form. Such laws may impair the ability to transfer beneficial
interests in a Global Security.
So long as the Depositary or its nominee is the owner of record of a
Global Security, the Depositary or such nominee, as the case may be, will be
considered the sole owner or holder of the Debt Securities represented by such
Global Security for all purposes under the Indenture under which such Debt
Securities are issued. Except as set forth below, owners of beneficial
interests in a Global Security will not be entitled to have the Debt Security
represented by such Global Security registered in their names, and will not
receive or be entitled to receive physical delivery of such Debt Securities in
definitive form and will not be considered the owners or holders thereof under
the Indenture under which such Debt Securities are issued. Accordingly, each
person owning a beneficial interest in a Global Security must rely on the
procedures of the Depositary and, if such person is not a participant, on the
procedures of the participant through which such person owns its interest, to
exercise any rights of a holder of record under the applicable Indenture
pursuant to which the Debt Securities relating to such Global Security are
issued. The Company understands that under existing industry practices, if the
Company requests any action of holders or if any owner of a beneficial interest
in a Global Security desires to give or take any action which a holder is
entitled to give or take under the applicable Indenture, the Depositary would
authorize the participants holding the relevant beneficial interests to give or
take such action, and such participants would authorize beneficial owners
owning through such participants to give or take such action or would otherwise
act upon the instruction of beneficial owners holding through them.
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Payments of principal of, premium, if any, and interest on Debt Securities
represented by a Global Security registered in the name of the Depositary or
its nominee will be made to such Depositary or such nominee, as the case may
be, as the registered owner of such Global Security. None of the Company, the
Trustee or any other agent of the Company or agent of the Trustee will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in such Global
Security or for maintaining, supervising, or reviewing any records relating to
such beneficial ownership interests.
The Company has been advised by the Depositary that the Depositary will
credit participants, accounts with payments of principal, premium, if any, or
interest on the payment date thereof in amounts proportionate to their
respective beneficial interests in the principal amount of the Global Security
as shown on the records of the Depositary. The Company expects that payments by
participants to owners of beneficial interests in the Global Security held
through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts
of customers registered in "street name," and will be the responsibility of
such participants.
A Global Security may not be transferred except as a whole by the
Depositary to a nominee or successor of the Depositary or by a nominee of the
Depositary to another nominee of the Depositary. A Global Security representing
all but not part of an offering of Offered Debt Securities hereby is
exchangeable for Debt Securities in definitive form of like tenor and terms if
(i) the Depositary notifies the Company that it is unwilling or unable to
continue as depositary for such Global Security or if at any time the
Depositary is no longer eligible to be or in good standing as a clearing agency
registered under the Exchange Act, and in either case, a successor depositary
is not appointed by the Company within 90 days of receipt by the Company of
such notice or of the Company becoming aware of such ineligibility, or (ii) the
Company in its sole discretion at any time determines not to have all of the
Debt Securities represented in an offering of Offered Debt Securities by a
Global Security and notifies the Trustee thereof. A Global Security
exchangeable pursuant to the preceding sentence shall be exchangeable for Debt
Securities registered in such names and in such authorized denominations as the
Depositary for such Global Security shall direct. The Debt Securities of a
series may also be issued in the form of one or more bearer global Debt
Securities (a "Bearer Global Security") that will be deposited with a common
depositary for Euro-clear and CEDEL, or with a nominee for such depositary
identified in the Prospectus Supplement relating to such series. The specific
terms and procedures, including the specific terms of the depositary
arrangement, with respect to any portion of a series of Debt Securities to be
represented by a Bearer Global Security will be described in the Prospectus
Supplement relating to such series.
SENIOR DEBT SECURITIES
The payment of principal of, premium, if any, and interest on the Senior
Debt Securities will, to the extent and in the manner set forth in the Senior
Debt Indenture, rank pari passu with all unsecured and unsubordinated debt of
the Company.
SUBORDINATION OF SENIOR SUBORDINATED DEBT SECURITIES
The payment of principal of, premium, if any, and interest on the Senior
Subordinated Debt Securities will, to the extent and in the manner set forth in
the Senior Subordinated Debt Indenture, be subordinated in right of payment to
the prior payment in full, in cash equivalents, of all Senior Debt.
Upon any payment or distribution of assets to creditors upon any
liquidation, dissolution, winding up, receivership, reorganization, assignment
for the benefit of creditors, marshaling of assets and liabilities or any
bankruptcy, insolvency or similar proceedings of the Company, the holders of
all Senior Debt will first be entitled to receive payment in full of all
amounts due or to become due thereon before the holders of the Senior
Subordinated Debt Securities will be entitled to receive any payment in respect
of the principal of, premium, if any, or interest on the Senior Subordinated
Debt Securities.
No payments on account of principal, premium, if any, or interest in
respect of the Senior Subordinated Debt Securities may be made by the Company
if there shall have occurred and be continuing a default in any payment with
respect to Senior Debt. In addition, during the continuance of
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any other event of default (other than a payment default) with respect to
Designated Senior Debt pursuant to which the maturity thereof may be
accelerated, from and after the date of receipt by the Trustee of written
notice from the holders of such Designated Senior Debt or from an agent of such
holders, no payments on account of principal, premium, if any, or interest in
respect of the Senior Subordinated Debt Securities may be made by the Company
for a period (the "Payment Blockage Period") commencing on the date of delivery
of such notice and ending 179 days thereafter (unless such Payment Blockage
Period shall be terminated by written notice to the Trustee from the holders of
such Designated Senior Debt or from an agent of such holders, or such event of
default has been cured or waived or has ceased to exist). Only one Payment
Blockage Period may be commenced with respect to the Senior Subordinated Debt
Securities during any period of 360 consecutive days. No event of default which
existed or was continuing on the date of the commencement of any Payment
Blockage Period with respect to the Designated Senior Debt initiating such
Payment Blockage Period shall be or be made the basis for the commencement of
any subsequent Payment Blockage Period by the holders of such Designated Senior
Debt, unless such event of default shall have been cured or waived for a period
of not less than 90 consecutive days.
By reason of such subordination, in the event of insolvency, funds that
would otherwise be payable to holders will be paid to the holders of Senior
Debt to the extent necessary to pay the Senior Debt in full, and the Company
may be unable to meet fully its obligations with respect to the Senior
Subordinated Debt Securities.
"Debt" is defined to mean, with respect to any person at any date of
determination (without duplication), (i) all indebtedness of such person for
borrowed money, (ii) all obligations of such person evidenced by bonds,
debentures, notes or other similar instruments, (iii) all obligations of such
person in respect of letters of credit or bankers' acceptance or other similar
instruments (or reimbursement obligations with respect thereto), (iv) all
obligations of such person to pay the deferred purchase price of property or
services, except trade payables, (v) all obligations of such person as lessee
under capitalized leases, (vi) all Debt of others secured by a lien on any
asset of such person, whether or not such Debt is assumed by such person;
provided that, for purposes of determining the amount of any Debt of the type
described in this clause, if recourse with respect to such Debt is limited to
such asset, the amount of such Debt shall be limited to the lesser of the fair
market value of such asset or the amount of such Debt, (vii) all Debt of others
guaranteed by such person to the extent such Debt is guaranteed by such person,
(viii) all redeemable stock valued at the greater of its voluntary or
involuntary liquidation preference plus accrued and unpaid dividends and (ix)
to the extent not otherwise included in this definition, all obligations of
such person under currency agreements and interest rate agreements.
"Designated Senior Debt" is defined to mean (i) Debt under the Credit
Agreement dated as of August 2, 1996 (the "Credit Agreement") among the
Company, the Banks named on the signature pages thereof and the Morgan Guaranty
Trust Company of New York, as agent for the banks, as such Credit Agreement has
been and may be amended, restated, supplemented or otherwise modified from time
to time and (ii) Debt constituting Senior Debt which, at the time of its
determination, (A) has an aggregate principal amount of at least $30 million
and (B) is specifically designated as "Designated Senior Debt" by the Company.
"Senior Debt" is defined to mean the principal of (and premium, if any)
and interest on all Debt of the Company whether created, incurred or assumed
before, on or after the date of the Senior Subordinated Debt Indenture;
provided that Senior Debt shall not include (i) the Company's 8.875% Senior
Subordinated Debentures due 2027, 8.50% Senior Subordinated Notes due 2007,
8.375% Senior Subordinated Notes Due 2007 and the Company's 10.25% Senior
Subordinated Notes due 2006 which rank pari passu with the Senior Subordinated
Debt Securities, (ii) Debt of the Company to any affiliate, (iii) Debt of the
Company that, when incurred, and without respect to any election under Section
1111(b) of Title 11, U.S. Code, was without recourse, (iv) any other Debt of
the Company which by the terms of the instrument creating or evidencing the
same are specifically designated as not being senior in right of payment to the
Senior Subordinated Debt Securities and (v) redeemable stock of the Company.
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SUBORDINATION OF JUNIOR SUBORDINATED DEBT SECURITIES
The payment of principal of, premium, if any, and interest on the Junior
Subordinated Debt Securities will, to the extent and in the manner set forth in
the Junior Subordinated Debt Indenture, be subordinated in right of payment to
the prior payment in full, in cash or cash equivalents, of all Senior and
Subordinated Debt of the Company.
Upon any payment or distribution of assets to creditors upon any
liquidation, dissolution, winding up, receivership, reorganization, assignment
for the benefit of creditors, marshaling of assets and liabilities or any
bankruptcy, insolvency or similar proceedings of the Company, the holders of
all Senior and Subordinated Debt will first be entitled to receive payment in
full of all amounts due or to become due thereon before the holders of the
Junior Subordinated Debt Securities will be entitled to receive any payment in
respect of the principal of, premium, if any, or interest on the Junior
Subordinated Debt Securities.
No payments on account of principal, premium, if any, or interest in
respect of the Junior Subordinated Debt Securities may be made by the Company
if there shall have occurred and be continuing a default in any payment with
respect to Senior and Subordinated Debt. In addition, during the continuance of
any other event of default (other than a payment default) with respect to
Designated Senior and Subordinated Debt pursuant to which the maturity thereof
may be accelerated, from and after the date of receipt by the Trustee of
written notice from holders of such Designated Senior and Subordinated Debt or
from an agent of such holders, no payments on account of principal, premium, if
any, or interest may be made by the Company during a Payment Blockage Period in
respect of such Junior Subordinated Debt Securities (unless such Payment
Blockage Period shall be terminated by written notice to the Trustee from the
holders of such Designated Senior and Subordinated Debt or from an agent of
such holders, or such event of default has been cured or waived or has ceased
to exist). Only one Payment Blockage Period may be commenced with respect to
the Junior Subordinated Debt Securities during any period of 360 consecutive
days. No event of default which existed or was continuing on the date of the
commencement of any Payment Blockage Period with respect to the Designated
Senior and Subordinated Debt initiating such Payment Blockage Period shall be
or be made the basis for the commencement of any subsequent Payment Blockage
Period by the holders of such Designated Senior and Subordinated Debt, unless
such event of default shall have been cured or waived for a period of not less
than 90 consecutive days.
By reason of such subordination, in the event of insolvency, funds that
would otherwise be payable to holders of Junior Subordinated Debt Securities
will be paid to the holders of Senior and Subordinated Debt of the Company to
the extent necessary to pay such Debt in full, and the Company may be unable to
meet fully its obligations with respect to the Junior Subordinated Debt
Securities.
"Designated Senior and Subordinated Debt" is defined to mean (i) Debt
under the Credit Agreement and (ii) Debt constituting Senior and Subordinated
Debt which, at the time of its determination, (A) has an aggregate principal
amount of at least $30 million and (B) is specifically designated in the
instrument as "Designated Senior and Subordinated Debt" by the Company.
"Senior and Subordinated Debt" is defined to mean the principal of (and
premium, if any) and interest on all Debt of the Company whether created,
incurred or assumed before, on or after the date of the Junior Subordinated
Debt Indenture; provided that such Senior and Subordinated Debt shall not
include (i) Debt of the Company to any affiliate, (ii) Debt of the Company
that, when incurred and without respect to any election under Section 1111(b)
of Title 11, U.S. Code, was without recourse, (iii) any other Debt of the
Company which by the terms of the instrument creating or evidencing the same
are specifically designated as not being senior in right of payment to the
Junior Subordinated Debt Securities, and in particular the Junior Subordinated
Debt Securities shall rank pari passu with all other debt securities and
guarantees issued to an AES Trust or any other trust, partnership or other
entity affiliated with the Company which is a financing vehicle of the Company
in connection with an issuance of preferred securities by such financing
entity, and (iv) redeemable stock of the Company.
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EVENTS OF DEFAULT
An Event of Default, as defined in each of the Indentures and applicable
to Debt Securities issued under such Indenture, will occur with respect to the
Debt Securities of any series issued under such Indenture if: (i) the Company
defaults in the payment of principal of (or premium, if any, on) any Debt
Security of such series issued under such Indenture when the same becomes due
and payable at maturity, upon acceleration, redemption, mandatory repurchase,
or otherwise; (ii) the Company defaults in the payment of interest on any Debt
Security of such series issued under such Indenture when the same becomes due
and payable, and such default continues for a period of 30 days; (iii) the
Company defaults in the performance of or breaches any other covenant or
agreement of the Company in such Indenture with respect to the Debt Securities
of any series issued under such Indenture and such default or breach continues
for a period of 60 consecutive days after written notice by the Trustee or by
the holders (as defined in the Indenture) of 25% or more in aggregate principal
amount of the Debt Securities of all series issued under such Indenture; (iv) a
court having jurisdiction in the premises enters a decree or order for (A)
relief in respect of the Company or any of its Material Subsidiaries in an
involuntary case under any applicable bankruptcy, insolvency, or other similar
law now or hereafter in effect, (B) appointment of a receiver, liquidator,
assignee, custodian, trustee, sequestrator, or similar official of the Company
or any of its Material Subsidiaries or for all or substantially all of the
property and assets of the Company or any of its Material Subsidiaries or (C)
the winding up or liquidation of the affairs of the Company or any of its
Material Subsidiaries and, in each case, such decree or order shall remain
unstayed and in effect for a period of 60 consecutive days; (v) the Company or
any of its Material Subsidiaries (A) commences a voluntary case under any
applicable bankruptcy, insolvency, or other similar law now or hereafter in
effect, or consents to the entry of an order for relief in an involuntary case
under any such law, (B) consents to the appointment of or taking possession by
a receiver, liquidator, assignee, custodian, trustee, sequestrator, or similar
official of the Company or any of its Material Subsidiaries or for all or
substantially all of the property and assets of the Company or any of its
Material Subsidiaries or (C) effects any general assignment for the benefit of
creditors; or (vi) any other Events of Default set forth in the applicable
Prospectus Supplement occur.
If an Event of Default (other than an Event of Default specified in clause
(iv) or (v) above that occurs with respect to the Company) occurs with respect
to the Debt Securities of any series issued under an Indenture, and if such
Event of Default is continuing under such Indenture, then, and in each and
every such case, except for any series of Debt Securities issued under such
Indenture the principal of which shall have already become due and payable,
either the Trustee or the holders of not less than 25% in aggregate principal
amount of the Debt Securities of any such series then outstanding issued under
such Indenture (each such series voting as a separate class) by written notice
to the Company (and to the Trustee if such notice is given by the holders (the
"Acceleration Notice")), may, and the Trustee at the request of such holders
shall, declare the principal of, premium, if any, and accrued interest on the
Debt Securities of such series to be immediately due and payable. Upon a
declaration of acceleration, such principal of, premium, if any, and accrued
interest shall be immediately due and payable. If an Event of Default specified
in clause (iv) or (v) above occurs with respect to the Company, the principal
of, premium, if any, and accrued interest on the Debt Securities then
outstanding under each of the Indentures shall ipso facto become and be
immediately due and payable, subject to the prior payment in full of all Senior
Debt, without any declaration or other act on the part of the Trustee or any
holder. The holders of at least a majority in principal amount of the
outstanding Debt Securities of any series under an Indenture may, by written
notice to the Company and to the Trustee, waive all past defaults with respect
to Debt Securities of such series and rescind and annul a declaration of
acceleration with respect to Debt Securities of such series and its
consequences if (i) all existing Events of Default applicable to Debt
Securities of such series, other than the nonpayment of the principal of,
premium, if any, and interest on the Debt Securities that have become due
solely by such declaration of acceleration, have been cured or waived and (ii)
the rescission would not conflict with any judgment or decree of a court of
competent jurisdiction. For information as to the waiver of defaults, see "--
Modification and Waiver."
The holders of at least a majority in aggregate principal amount of the
outstanding Debt Securities of any series under an Indenture may direct the
time, method, and place of conducting any proceeding for any remedy available
to the Trustee or exercising any trust or power conferred on the Trustee.
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However, the Trustee may refuse to follow any direction that conflicts with law
or the applicable Indenture, that may involve the Trustee in personal
liability, or that the Trustee determines in good faith may be unduly
prejudicial to the rights of holders of such series of Debt Securities not
joining in the giving of such direction and may take any other action it deems
proper that is not inconsistent with any such direction received from holders
of Debt Securities of such series. A holder may not pursue any remedy with
respect to the applicable Indenture or the Debt Securities of any series issued
under such Indenture unless: (i) the holder gives the Trustee written notice of
a continuing Event of Default; (ii) the holders of at least 25% in aggregate
principal amount of outstanding Debt Securities of such series make a written
request to the Trustee to pursue the remedy; (iii) such holder or holders offer
and, if requested, provide the Trustee indemnity satisfactory to the Trustee
against any costs, liability or expense; (iv) the Trustee does not comply with
the request within 60 days after receipt of the request and the offer of
indemnity; and (v) during such 60-day period, the holders of at least a
majority in aggregate principal amount of the outstanding Debt Securities of
such series do not give the Trustee a direction that is inconsistent with the
request. However, such limitations do not apply to the right of any holder of a
Debt Security to receive payment of the principal of, premium, if any, or
interest on, such Debt Security or to bring suit for the enforcement of any
such payment, on or after the due date expressed in the Debt Securities, which
right shall not be impaired or affected without the consent of the holder.
Each of the Indentures requires that certain officers of the Company
certify, on or before a date not more than four months after the end of each
fiscal year, that to the best of such officer's knowledge, the Company has
fulfilled all its obligations under such Indenture. The Company is also
obligated to notify the Trustee of any default or defaults in the performance
of any covenants or agreements under any of the Indentures.
"Material Subsidiary" of a Person is defined to mean, as of any date, any
Subsidiary that would constitute a "significant subsidiary" within the meaning
of Article 1 of Regulation S-X of the Securities Act of 1933, as amended.
"Subsidiary" means, with respect to any Person, any corporation,
association or other business entity of which a majority of the capital stock
or other ownership interests having ordinary voting power to elect a majority
of the board of directors or other persons performing similar functions are at
the time directly or indirectly owned by such Person.
"Person" means an individual, a corporation, a partnership, a limited
liability company, an association, a trust or any other entity or organization,
including a government or political subdivision or an agency or instrumentality
thereof.
MODIFICATION AND WAIVER
Each of the Indentures provides that the Company and the Trustee may amend
or supplement such Indenture or the Debt Securities of any series issued under
such Indenture without notice to or the consent of any holder: (i) to cure any
ambiguity, defect, or inconsistency in such Indenture; provided that such
amendments or supplements shall not adversely affect the interests of the
holders in any material respect; (ii) to comply with the terms in "Restriction
on Mergers, Consolidations and Sales of Assets" described below; (iii) to
comply with any requirements of the Commission in connection with the
qualification of such Indenture under the Trust Indenture Act of 1939, as
amended; (iv) to evidence and provide for the acceptance of appointment with
respect to the Debt Securities of any or all series issued under such Indenture
by a successor Trustee; (v) to establish the form or forms of Debt Securities
of any series issued under such Indenture or of the coupons pertaining to such
Debt Securities as permitted by such Indenture; (vi) to provide for
uncertificated Debt Securities and to make all appropriate changes for such
purpose; and (vii) to make any change that does not materially and adversely
affect the rights of any holder.
Each of the Indentures also provides that modifications and amendments of
such Indenture may be made by the Company and the Trustee with the consent of
the holders of not less than a majority in aggregate principal amount of the
outstanding Debt Securities of each series issued under such Indenture affected
thereby (each series voting as a separate class); provided, however, that no
such modification or
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amendment may, without the consent of each holder affected thereby, (i) change
the stated maturity of the principal of, or any sinking fund obligation or any
installment of interest on, any Debt Security issued under such Indenture, (ii)
reduce the principal amount of, or premium, if any, or interest on, any Debt
Security issued under such Indenture, (iii) reduce the above-stated percentage
of outstanding Debt Securities issued under such Indenture the consent of whose
holders is necessary to modify or amend such Indenture with respect to the Debt
Securities of any series issued under such Indenture, (iv) reduce the
percentage or aggregate principal amount of outstanding Debt Securities of any
series issued under the Indenture the consent of whose holders is necessary for
waiver of compliance with certain provisions of such Indenture or for waiver of
certain defaults. A supplemental indenture which changes or eliminates any
covenant or other provision of an Indenture which has expressly been included
solely for the benefit of one or more particular series of Debt Securities
issued under such Indenture, or which modifies the rights of holders of Debt
Securities of such series with respect to such covenant or provision, shall be
deemed not to affect the rights under the applicable Indenture of the holders
of Debt Securities of any other series issued under such Indenture or of the
coupons appertaining to such Debt Securities. It shall not be necessary for the
consent of the holders under this section of an Indenture to approve the
particular form of any proposed amendment, supplement, or waiver, but it shall
be sufficient if such consent approves the substance thereof. After an
amendment, supplement, or waiver under this section of an Indenture becomes
effective, the Company shall give to the holders affected thereby a notice
briefly describing the amendment, supplement, or waiver. The Company will mail
supplemental indentures to holders upon request. Any failure of the Company to
mail such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such supplemental indenture or waiver.
RESTRICTION ON MERGERS, CONSOLIDATIONS AND SALES OF ASSETS
Pursuant to the Indentures, the Company may not consolidate with, merge
with or into, or transfer all or substantially all of its assets (as an
entirety or substantially an entirety in one transaction or a series of related
transactions), to any Person (as defined in the Indentures) unless: (i) the
Company shall be the continuing Person, or the Person (if other than the
Company) formed by such consolidation or into which the Company is merged or to
which properties and assets of the Company are transferred shall be a solvent
corporation organized and existing under the laws of the United States or any
State thereof or the District of Columbia and shall expressly assume in writing
all the obligations of the Company under the Notes, (ii) immediately after
giving effect to such transaction no Event of Default or event or condition
which through the giving of notice or lapse of time or both would become an
Event of Default shall have occurred and be continuing and (iii) such other
conditions as may be established in connection with the issuance of the
applicable Debt Securities.
DEFEASANCE AND DISCHARGE
Each of the Indentures provides that the Company shall be deemed to have
paid and shall be discharged from any and all obligations in respect of the
Debt Securities of any series issued under such Indenture on the 123rd day
after the deposit referred to below has been made, and the provisions of such
Indenture will no longer be in effect with respect to the Debt Securities of
such series issued thereunder (except for, among other matters, certain
obligations to register the transfer or exchange of the Debt Securities of such
series, to replace stolen, lost or mutilated Debt Securities of such series, to
maintain paying agencies and to hold monies for payment in trust) if, among
other things, (A) the Company has deposited with the Trustee, in trust, money
and/or U.S. Government Obligations that through the payment of interest and
principal in respect thereof, in accordance with their terms will provide money
in an amount sufficient to pay the principal of, premium, if any, and accrued
interest on the applicable Debt Securities, on the due date thereof or earlier
redemption (irrevocably provided for under arrangements satisfactory to the
Trustee), as the case may be, in accordance with the terms of such Indenture
and the applicable Debt Securities, (B) the Company has delivered to the
Trustee (i) either (x) an opinion of counsel to the effect that holders will
not recognize income, gain or loss for federal income tax purposes as a result
of the Company's exercise of its option under this "Defeasance" provision and
will be subject to federal income tax on the same amount and in the same manner
and at the same times as would have been the case if such deposit, defeasance
and discharge had not occurred, which opinion of counsel must be based upon a
ruling of the Internal Revenue Service to the same effect unless
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there has been a change in applicable federal income tax law or related
treasury regulations after the date of such Indenture that a ruling is no
longer required or (y) a ruling directed to the Trustee received from the
Internal Revenue Service to the same effect as the aforementioned opinion of
counsel and (ii) an opinion of counsel to the effect that the creation of the
defeasance trust does not violate the Investment Company Act of 1940 and after
the passage of 123 days following the deposit, the trust fund will not be
subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15
of the New York Debtor and Creditor Law, (C) immediately after giving effect to
such deposit on a pro forma basis, no Event of Default, or event that after the
giving of notice or lapse of time or both would become an Event of Default,
shall have occurred and be continuing on the date of such deposit or during the
period ending on the 123rd day after the date of such deposit, and such deposit
shall not result in a breach or violation of, or constitute a default under,
any other agreement or instrument to which the Company is a party or by which
the Company is bound, (D) the Company is not prohibited from making payments in
respect of the applicable Debt Securities by the subordination provisions
contained in such Indenture and (E) if at such time the applicable Debt
Securities are listed on a national securities exchange, the Company has
delivered to the Trustee an opinion of counsel to the effect that such Debt
Securities will not be delisted as a result of such deposit, defeasance and
discharge.
As more fully described in the Prospectus Supplement, each of the
Indentures also provides for defeasance of certain covenants.
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DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS
AES may issue Stock Purchase Contracts, representing contracts obligating
holders to purchase from the Company, and the Company to sell to the holders, a
specified number of shares of Common Stock at a future date or dates. The price
per share of Common Stock may be fixed at the time the Stock Purchase Contracts
are issued or may be determined by reference to a specific formula set forth in
the Stock Purchase Contracts. The Stock Purchase Contracts may be issued
separately or as a part of units ("Stock Purchase Units") consisting of a Stock
Purchase Contract and Debt Securities or debt obligations of third parties,
including U.S. Treasury securities, securing the holders' obligations to
purchase the Common Stock under the Stock Purchase Contracts. The Stock
Purchase Contracts may require AES to make periodic payments to the holders of
the Stock Purchase Units or vice versa, and such payments may be unsecured or
prefunded on some basis. The Stock Purchase Contracts may require holders to
secure their obligations thereunder in a specified manner.
The applicable Prospectus Supplement will describe the terms of any Stock
Purchase Contracts or Stock Purchase Units. The description in the Prospectus
Supplement will not purport to be complete and will be qualified in its
entirety by reference to the Stock Purchase Contracts, and, if applicable,
collateral arrangements and depositary arrangements, relating to such Stock
Purchase Contracts or Stock Purchase Units.
PLAN OF DISTRIBUTION
The Company may sell the Offered Securities in any of three ways (or in
any combination thereof): (i) through underwriters or dealers; (ii) directly to
a limited number of purchasers or to a single purchaser; or (iii) through
agents. The Prospectus Supplement with respect to any Offered Securities will
set forth the terms of the offering of such Offered Securities, including the
name or names of any underwriters, dealers or agents and the respective amounts
of such Offered Securities underwritten or purchased by each of them, the
initial public offering price of such Offered Securities and the proceeds to
the Company from such sale, any discounts, commissions or other items
constituting compensation from the Company and any discounts, commissions or
concessions allowed or reallowed or paid to dealers and any securities
exchanges on which such Offered Securities may be listed. Any initial public
offering price and any discounts or concessions allowed or reallowed or paid to
dealers may be changed from time to time.
If underwriters are used in the sale of any Offered Securities, such
Offered Securities will be acquired by the underwriters for their own account
and may be resold from time to time in one or more transactions, including
negotiated transactions, at a fixed public offering price or at varying prices
determined at the time of sale. Such Offered Securities may be either offered
to the public through underwriting syndicates represented by managing
underwriters, or directly by underwriters. Unless otherwise set forth in the
Prospectus Supplement, the obligations of the underwriters to purchase such
Offered Securities will be subject to certain conditions precedent and the
underwriters will be obligated to purchase all of such Offered Securities if
any are purchased.
Offered Securities may be sold directly by the Company or through agents
designated by the Company from time to time. Any agent involved in the offer or
sale of Offered Securities in respect of which this Prospectus is delivered
will be named, and any commissions payable by the Company to such agent will be
set forth, in the Prospectus Supplement. Unless otherwise indicated in the
Prospectus Supplement, any such agent will be acting on a best efforts basis
for the period of its appointment.
If so indicated in the Prospectus Supplement, the Company will authorize
underwriters, dealers or agents to solicit offers by certain purchasers to
purchase Offered Securities from the Company at the public offering price set
forth in the Prospectus Supplement pursuant to delayed delivery contracts
providing for payment and delivery on a specified date in the future. Such
contracts will be subject only to those conditions set forth in the Prospectus
Supplement, and the Prospectus Supplement will set forth the commission payable
for solicitation of such contracts.
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Agents and underwriters may be entitled under agreements entered into with
the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act, or to contribution
with respect to payments which the agents or underwriters may be required to
make in respect thereof. Agents and underwriters may be customers of, engage in
transactions with, or perform services for the Company in the ordinary course
of business.
LEGAL MATTERS
The legality of the Securities offered hereby will be passed upon for the
Company by Davis Polk & Wardwell, New York, New York.
EXPERTS
The financial statements as of December 31, 1996 and 1995 and for each of
the three years in the period ended December 31, 1996 incorporated by reference
in this Prospectus from the Company's Current Report on Form 8-K filed November
6, 1997 and the related financial statement schedules incorporated by reference
in the Registration Statement from the Company's Annual Report on Form 10-K
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their reports which are incorporated by reference herein, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
The financial statements of Companhia Energetica de Minas Gerais -- CEMIG
for the years ended December 31, 1996 and 1995, prepared in accordance with
accounting principles generally accepted in Brazil, incorporated by reference
in this Prospectus from Item 7 of the Current Report on Form 8-K of The AES
Corporation filed July 16, 1997, have been audited by Price Waterhouse
Auditores Independentes, Belo Horizonte, Brazil, independent accountants, as
stated in their report, which is incorporated herein by reference, and has been
so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
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$450,000,000
THE AES CORPORATION
% SENIOR NOTES DUE 2009
[GRAPHIC OMITTED]
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P R O S P E C T U S S U P P L E M E N T
, 1999
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SALOMON SMITH BARNEY
J.P. MORGAN & CO.
BANC OF AMERICA SECURITIES LLC
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