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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): NOVEMBER 3, 2000
THE AES CORPORATION
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 333-15487 54-1163725
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(State or Other Jurisdiction of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
1001 NORTH 19TH STREET, ARLINGTON, VIRGINIA 22209
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (703) 522-1315
NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On November 3, 3000, The AES Corporation ("AES"), a Delaware
corporation, announced its offer to acquire all outstanding Gener S.A.
("Gener"), a Chilean corporation, American Depositary Shares ("ADSs") in
exchange for AES common stock having a value of US$16 per ADS and that it had
commenced in Chile an offer to acquire 3,466,600,000 Gener shares at the Chilean
Peso equivalent of US$0.235294118 per share in cash. The shares to be acquired
in the Chilean offer represent in the aggregate approximately 75% of the
currently outstanding Gener shares, not including Gener shares represented by
ADSs. The price per Gener share pursuant to the two offers is equivalent based
upon the 68 Gener shares represented by each Gener ADS. Based on the reported
number of Gener ADSs outstanding, the aggregate consideration to be paid
pursuant to the U.S. and Chilean offers is worth approximately US$1.056 billion.
Compania de Petroleos de Chile S.A. ("Copec"), Gener's largest
shareholder which owns approximately 19.7% of Gener's outstanding shares, has
stated it is prepared to tender its Gener shares pursuant to AES's Chilean
offer.
AES intends to solicit votes against approval of the
TotalFinaElf proposal in the event Gener proceeds with its announced plans to
hold a shareholders' meeting to approve that proposal.
Completion of each of AES's offers is conditioned on the
adoption of amendments to Gener's Bylaws to permit the ownership of more than
20% of the outstanding Gener shares by any person or group which requires the
approval of 75% of Gener's outstanding shares. Copec, which has previously
considered calling a Gener shareholders' meeting for this purpose, has agreed to
call a Gener shareholders' meeting and to vote in favor of the Bylaw amendment.
The offers are also conditioned on, among other things, AES being satisfied that
the TotalFinaElf proposal will not take place and that the shares purchased in
the Chilean offer represent at least a majority of the outstanding Gener shares
(including Gener shares represented by ADSs). In addition, the offers are
conditioned on AES having obtained sufficient funds to purchase the shares
tendered in the Chilean offer and to pay related fees and expenses of the
Chilean and U.S. offers and the receipt of required regulatory approvals. A copy
of the press release issued in connection therewith is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
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NO. DESCRIPTION
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99.1 Press Release of The AES Corporation, dated November 3, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
The AES Corporation
By:
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Name: William R. Luraschi
Title: Vice President and Secretary
Dated: November 7, 2000
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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<S> <C>
99.1 Press Release of The AES Corporation, dated November 3, 2000.
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