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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): July 17, 2000
THE AES CORPORATION
(exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 0-19281 54-1163725
(State of Incorporation) (Commission File No.) (IRS Employer
Identification No.)
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1001 North 19th Street
Arlington, Virginia 22209
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code:
(703) 522-1315
NOT APPLICABLE
(Former Name or Former Address, if changed since last report)
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ITEM 5
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On July 17, 2000, the AES Corporation and IPALCO Enterprises, Inc. announced
that they have entered into an agreement whereby AES will acquire IPALCO
Enterprises, Inc. for $25.00 per share in a stock-for-stock transaction valued
at approximately $2.15 billion plus the assumption of $890 million of debt and
preferred stock. IPALCO is a utility holding company headquartered in
Indianapolis, Indiana, whose primary subsidiary, Indianapolis Power & Light, is
an integrated electric utility that owns and operates 3,000 megawatts of coal-
fired generation and provides retail electric service to 433,000 customers in
and around Indianapolis.
Under the terms of the agreement, upon closing, each share of IPALCO common
stock will be exchanged for a number of AES shares such that IPALCO shareholders
will receive a fixed value of $25.00 per IPALCO share. Based on trading prices
prior to July 17, 2000, AES would be issuing approximately 43 million shares (an
exchange ratio of approximately 0.50 AES shares per IPALCO share). The final
exchange ratio will be determined five business days prior to closing, based
upon the average daily closing prices of AES common stock for the preceding
twenty trading days and capped at 0.794 AES shares per IPALCO share. The
transaction is expected to be tax-free to IPALCO shareholders and accounted for
as a pooling-of-interests. Upon closing, IPALCO will become a wholly-owned
subsidiary of AES with its headquarters remaining in Indianapolis.
The transaction is subject to certain conditions, including receipt of the
approval of IPALCO shareholders and receipt of regulatory approvals, including
that of the Federal Energy Regulatory Commission and the Securities and Exchange
Commission. The parties anticipate receiving regulatory approvals and closing
the transaction by early 2001. Additionally, as part of the SEC approval
process, AES expects to restructure its ownership interests in CILCORP within a
specified period of time in order to continue as an exempt holding company under
the Public Utility Holding Company Act of 1935.
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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
Date: July 27, 2000 By /s/ William Luraschi
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Vice President & Secretary
