AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 8, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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THE AES CORPORATION DELAWARE 54-1163725
(Exact name of Registrant as (State or other jurisdiction of (I.R.S. employer
specified in its charter) incorporation or organization) identification number)
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1001 NORTH 19TH STREET
ARLINGTON, VIRGINIA 22209
(703) 522-1315
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
BARRY J. SHARP
1001 NORTH 19TH STREET
ARLINGTON, VIRGINIA 22209
(703) 522-1315
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
RICHARD D. TRUESDELL, JR.
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4000
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
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If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities being offered only in connection with dividend
or interest reinvestment plans, please check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] File No. 333-39857
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED BE REGISTERED PRICE FEE (1)
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Senior Debt Securities ............. $43,000,000 100% $12,685
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(1) The registration fee has been calculated pursuant to Rule 457(o) under the
Securities Act of 1933.
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This Registration Statement shall become effective upon filing with the
Commission in accordance with Rule 462(b) under the Securities Act of 1933.
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EXPLANATORY NOTE
This registration statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1993, as amended, and includes the registration
statement facing page, this page, the signature page, an exhibit index, an
independent auditors' consent and an opinion of counsel. The AES Corporation
hereby incorporates by reference into this Registration Statement in its
entirety the registration statement on Form S-3, File No. 333-39857, as amended
by Amendment No. 1 thereto, including each of the documents filed by The AES
Corporation with the Commission and incorporated or deemed to be incorporated by
reference therein and all exhibits thereto (the ''Initial Registration
Statement''). The Initial Registration Statement was declared effective on
November 19, 1997.
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EXHIBITS
The following documents are filed as exhibits to this Registration
Statement.
EXHIBITS DESCRIPTION OF EXHIBIT
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5.1 Opinion of Davis Polk & Wardwell
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Davis Polk & Wardwell (included in Exhibit 5.1)
24.2 Power of Attorney for the Company (incorporated by reference to
Exhibit 24.1 to the Registration Statement on Form S-3
(Registration No. 333-39857)filed November 10, 1997).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Arlington, State of Virginia on June 8, 1999.
THE AES CORPORATION
By: /s/ Dennis W. Bakke
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Dennis W. Bakke
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on June 8, 1999.
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SIGNATURE TITLE DATE
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* Chairman-of-the-Board June 8, 1999
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Roger W. Sant
/s/ Dennis W. Bakke President, Chief-Executive Officer and June 8, 1999
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Dennis W. Bakke Director (Principal Executive Officer)
* Director June 8, 1999
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Dr. Alice F. Emerson
* Director June 8, 1999
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Robert F. Hemphill, Jr.
* Director June 8, 1999
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Frank Jungers
* Director June 8, 1999
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John H. McArthur
* Director June 8, 1999
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Hazel O'Leary
* Director June 8, 1999
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Thomas I. Unterberg
*
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Robert H. Waterman, Jr.
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/s/ Barry J. Sharp Vice-President and Chief Financial
- --------------------------- Officer (Principal Financial and
Barry J. Sharp Accounting Officer) June 8, 1999
*By: /s/ William R. Luraschi June 8, 1999
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William R. Luraschi
Attorney-in-Fact
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EXHIBIT INDEX
The following documents are filed as exhibits to this Registration
Statement.
EXHIBITS DESCRIPTION OF EXHIBIT
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5.1 Opinion of Davis Polk & Wardwell
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Davis Polk & Wardwell (included in Exhibit 5.1)
24.2 Power of Attorney for the Company (incorporated by reference to
Exhibit 24.1 to the Registration Statement on Form S-3
(Registration No. 333-39857) filed November 10, 1997).
EXHIBIT 5.1
June 8, 1999
The AES Corporation
1001 N. 19th Street
Arlington, Virginia 22209
Dear Sirs:
We have acted as counsel to The AES Corporation (the "COMPANY") in
connection with the Company's abbreviated Registration Statement on Form S-3
(the "462(b) REGISTRATION STATEMENT") filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended, for the
registration of an additional $43,000,000 principal amount of senior debt
securities (the "SECURITIES") of the Company. The Securities are to be offered
for sale to the public together with debt securities of the same class
registered pursuant to the Company's Registration Statement on Form S-3 (No.
333-39857) (the "INITIAL REGISTRATION STATEMENT"). The Securities are to be
issued pursuant to an indenture (the "INDENTURE") between the Company and the
First National Bank of Chicago, as trustee (the "TRUSTEE").
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates of
public officials and other instruments as we have deemed necessary or advisable
for the purposes of this opinion.
On the basis of the foregoing, we are of the opinion that when the
Indenture and any supplemental Indenture to be entered into in connection with
the issuance of the Securities have been duly authorized, executed and delivered
by the Trustee and the Company, the specific terms of the Securities have been
duly authorized and established in accordance with the applicable Indenture and
the Securities have been duly authorized, executed, authenticated, issued and
delivered in accordance with the Indenture and the underwriting or other
agreement, the Securities will constitute valid and binding obligations of the
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2
June 8, 1999
Company, enforceable in accordance with their terms, except as (a) the
enforceability thereof may be limited by bankruptcy, insolvency, reorganization,
fraudulent transfer, moratorium or similar laws now or hereinafter in effect
relating to or affecting the enforcement of creditors' rights generally and (b)
the availability of equitable remedies may be limited by equitable principles of
general applicability (regardless of whether considered in a proceeding at law
or in equity).
We hereby consent to the filing of this opinion as an exhibit to the
462(b) Registration Statement. In addition, we consent to the reference to us
under the caption "Legal Matters" in the prospectus included in the Initial
Registration Statement.
We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York, the federal laws of the
United States of America and the General Corporation Law of the State of
Delaware.
This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by or furnished to any other person without our prior written
consent.
Very truly yours,
/s/ Davis Polk & Wardwell
INDEPENDENT AUDITORS' CONSENT EXHIBIT 23.1
We consent to the incorporation by reference in this Registration Statement of
The AES Corporation on Form S-3 of our report dated February 4, 1999, appearing
in the Current Report on Form 8-K of The AES Corporation for the year ended
December 31, 1998 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
Washington, DC
June 8, 1999
