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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): JUNE 7, 2000
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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 (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1001 North 19th Street, Suite 2000, Arlington, Virginia 22209
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (703) 522-1315
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NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 7, 2000, pursuant to its tender offer for all outstanding
American Depositary Shares (the "ADS") of C.A. La Electricidad de Caracas, a
SOCIEDAD ANONIMA incorporated under the laws of Venezuela ("EDC"), and
Corporacion EDC, C.A., a SOCIEDAD ANONIMA incorporated under the laws of
Venezuela ("CEDC", and together with EDC, the "Companies"), The AES Corporation
("AES"), through its indirect wholly-owned subsidiary Acquisition I LLC, a
Delaware limited liability company, purchased 35,484,372 ADSs, each representing
50 Shares (as defined below) of the Companies at US$28.50 per ADS (the "U.S.
Offer").
According to EDC's corporate organizational documents (its ESTATUTOS),
EDC common stock, par value Bs.100 per share, is stapled to the common stock,
par value Bs.6 per share, of CEDC and may not be transferred separately. As used
herein, "Shares" shall mean an ownership interest in the Companies, such that
each Share represents one share of common stock of EDC and one share of common
stock of CEDC.
On June 12, 2000, pursuant to its tender offer for all outstanding
Shares of the Companies, AES, through its indirect wholly-owned subsidiary
Inversora DS 2000, a SOCIEDAD ANONIMA incorporated under the laws of Venezuela,
purchased approximately 1,134,130,337 Shares of the Companies at US$0.57 per
Share (the "Venezuelan Offer" and, together with the "U.S. Offer", the
"Offers").
The consideration paid by AES for the Shares and ADSs purchased is
approximately US$1.7 billion. The price paid for the Shares and ADSs purchased
pursuant to the Offers was determined by AES on the basis of publicly available
information concerning the Companies.
The funds used to purchase the ADSs pursuant to the U.S. Offer and the
Shares pursuant to the Venezuelan Offer and to pay costs and expenses related to
the Offers were obtained from the issuances of AES common stock, trust
convertible preferred securities of AES and
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additional non recourse borrowings by a subsidiary of AES under a senior secured
loan. The senior secured loan was arranged by Morgan Stanley Senior Funding,
Inc., as lead arranger, Lehman Commercial Paper, Inc., as Syndication Agent, and
TD Securities(USA), as documentation agent and has a term of 15 months. AES
has contributed approximately $2 billion of AES stock to its subsidiary in
connection with the loan.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. It is impracticable to
provide the required financial statements for the Companies at the date hereof.
The Registrant undertakes to file such required financial statements by means of
an amendment to this Current Report on Form 8-K as soon as practicable, but no
later than August 20, 2000.
(b) PRO FORMA FINANCIAL INFORMATION. It is impracticable to provide the
required pro forma financial information required under Article 11 of Regulation
S-X at the date hereof. The Registrant undertakes to file such required pro
forma financial information by means of an amendment to this Current Report on
Form 8-K as soon as practicable, but no later than August 20, 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.
June 21, 2000
THE AES CORPORATION
By: /s/ WILLIAM R. LURASCHI
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William R. Luraschi
Vice President and
Secretary
