<PAGE>
THE INFORMATION CONTAINED IN THIS PROSPECTUS SUPPLEMENT MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
Supplement No. 1 to the Offer to Exchange Each Outstanding American Depositary
Share (Each American Depositary Share Represents 68 Shares of Common Stock)
of
GENER S.A.
For Common Stock of The AES Corporation
Having A Value Of $16.50
by
MERCURY CAYMAN CO. III, LTD.
a wholly owned subsidiary of
THE AES CORPORATION
OUR OFFER AND THE WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON TUESDAY, DECEMBER 26, 2000, UNLESS EXTENDED. GENER AMERICAN
DEPOSITARY SHARES TENDERED PURSUANT TO OUR OFFER MAY BE WITHDRAWN AT ANY TIME
PRIOR TO THE EXPIRATION OF OUR OFFER.
Through Mercury Cayman Co. III, Ltd., the Purchaser, we are increasing the
value of the AES stock to be exchanged for each issued and outstanding American
Depositary Share, ADS, of Gener S.A., that is validly tendered and not
withdrawn prior to the expiration of our offer, from US$16.00 to US$16.50. This
increased value, after adjusting for the fact that each ADS represents 68 Gener
shares, is equal to the increased price we are offering in our simultaneous
offer to purchase 3,466,600,000 shares of Gener common stock in the Republic of
Chile, the Chilean offer.
Our offer will not proceed unless Gener shareholders approve the amendments
to Gener's Bylaws by the affirmative vote of holders of at least 75% of the
outstanding Gener shares (including Gener shares represented by Gener ADSs) at
an extraordinary meeting of Gener shareholders and these amendments become
effective under Chilean Law. Most significantly, these amendments will eliminate
the restriction currently contained in Gener's Bylaws that limits to 20% the
percentage of Gener shares that may be owned and voted by one shareholder,
directly or through related persons and which otherwise require Gener to comply
with the provisions of Decree Law 3,500.
On December 12, 2000, Gener held an extraordinary meeting of Gener
shareholders to consider the proposed amendments to Gener's Bylaws. Following
this meeting, Gener announced that the amendments to Gener's Bylaws had been
approved by the holders of more than 75% of the outstanding Gener shares,
including shares represented by ADSs. The offers are conditioned upon
shareholder approval and the effectiveness under Chilean law of the amendments
to Gener's Bylaws. Although Gener has announced shareholder approval of the
amendments to Gener's Bylaws and we expect these amendments to become effective
under Chilean law in a timely manner, we can offer no assurances regarding when
or if the amendments will become effective and the condition to the offers will
be satisfied.
On October 22, 2000, Gener announced a proposed transaction with the
TotalFinaElf Group, pursuant to which, among other things, Gener would have
contributed all of its electricity generation and transmission assets in
Argentina to a newly formed holding company in which TotalFinaElf would have
held an 80% equity interest and in which Gener would have held the remaining
20% equity interest. The TotalFinaElf proposal also provided for TotalFinaElf
to acquire newly issued Gener capital stock which would have represented
approximately 20% of the outstanding Gener capital stock on a post issuance
basis. On November 28, 2000, TotalFinaElf terminated its agreement with Gener
relating to the TotalFinaElf proposal and entered into an agreement with us,
the Total Agreement, pursuant to which we have agreed, subject to the terms and
conditions of the Total Agreement, among other things, as a shareholder of
Gener, to cause Gener to sell to TotalFinaElf all of Gener's electricity
generation and transmission assets in Argentina if we are successful in
acquiring at least a majority of the outstanding Gener shares, including shares
represented by Gener ADSs.
Our obligation to exchange AES shares for Gener ADSs is subject to
significant conditions which are more fully described under the caption "OUR
OFFER--Conditions to Our Offer" of the Prospectus which forms part of the
Registration Statement on Form S-4 initially filed by us on November 9, 2000
and amended by Amendment No. 1 thereto filed on December 7, 2000, and Amendment
No. 2 thereto filed on December 13, 2000 and as further amended and
supplemented by this prospectus supplement.
FOR A DISCUSSION OF CERTAIN FACTORS THAT YOU SHOULD CONSIDER IN CONNECTION WITH
OUR OFFER PLEASE CAREFULLY READ THE SECTION CAPTIONED "RISK FACTORS" ON PAGE 18
OF THE PROSPECTUS MAILED TO GENER ADS HOLDERS ON NOVEMBER 9, 2000.
Neither the Securities and Exchange Commission nor any state securities
commission nor the Superintendencia de Valores y Seguros has approved or
disapproved of these securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal offense.
---------
THE DEALER MANAGER FOR OUR OFFER IS:
DEUTSCHE BANC ALEX. BROWN
The date of this prospectus supplement is December 14, 2000
<PAGE>
This Prospectus Supplement No. 1 amends and supplements the terms and
conditions of the Prospectus which forms part of the Registration Statement on
Form S-4 initially filed by us on November 9, 2000 and amended by Amendment No.
1 thereto filed on December 7, 2000, and Amendment No. 2 thereto filed on
December 13, 2000, as a result of the following:
On November 22, 2000, we announced that:
(A) the early termination of the waiting period under the Hart Scott Rodino
Act with respect to the purchase of Gener ADSs pursuant to our offer was
granted by the U.S. Federal Trade Commission and the Antitrust Division of
the Department of Justice on November 20, 2000.
(B) we waived the financing condition in the Chilean offer to purchase
3,466,600,000 shares of Gener S.A. in Chile at the Chilean peso equivalent
of US$0.235294118 per share.
On November 28, 2000, we entered into an agreement with TotalFinaElf, the
Total Agreement, which provides, among other things, that if we are successful
in acquiring at least a majority of the outstanding Gener shares, including
Gener shares represented by ADSs, as a shareholder of Gener we will take action
to cause Gener to enter into an agreement to sell to TotalFinaElf, for a
purchase price of $652 million in cash, subject to certain adjustments, the
following assets:
(A) all of the capital stock that Gener owns in Central Puerto S.A.,
Hidroneuquen S.A., Termoandes S.A. and Interandes S.A., the Electricity
Companies, and
(B) other interests in Argentina, the Acquired Interests, consisting of (i)
all of the subordinated indebtedness owned by Gener and its affiliates of
Hidroelectrica, a 59% owned subsidiary of Hidroneuquen, (ii) all of Gener's
rights and obligations under management contracts with the Electricity
Companies, and (iii) all of Gener's interests in projects under study or
development to develop electricity transmission or generation facilities in
Argentina and in the project under study to develop facilities for
transmitting electricity between the Yacyreta region in Argentina and the
Sao Paulo region in Brazil.
Concurrently with such sale, approximately $274 million of indebtedness of
Termoandes and Interandes would be repaid. If we purchase Gener shares in the
offers but do not acquire a majority of the outstanding Gener shares, including
Gener shares represented by ADSs, we have agreed with TotalFinaElf that we will
use our reasonable best efforts to acquire at least a majority of the
outstanding Gener shares, including Gener shares represented by ADSs.
TotalFinaElf has agreed not to take any action that would frustrate or prevent
the consummation of the offers. We and TotalFinaElf have agreed to cooperate
and to use our reasonable best efforts to support the consummation of the
transactions contemplated by the Total Agreement, including the offers. The
sale to TotalFinaElf of the Electricity Companies' shares and the Acquired
Interests is subject to a number of conditions, including satisfaction by
TotalFinaElf of a due diligence review. In addition, under the Total Agreement,
TotalFinaElf has the right at its option to purchase the Shares of all or any
of the Electricity Companies and to purchase or not purchase the Acquired
Interests in the projects under study and/or development. The Total Agreement
provides for termination by the parties in certain events, including upon the
termination of the offers without the purchase of any Gener shares or ADSs
thereunder.
On December 12, 2000, we announced that:
(A) we had increased the value of the AES stock to be exchanged for each
issued and outstanding Gener ADS in our offer from US$16.00 to US$16.50. We
made a corresponding increase in the price to be paid for each Gener share
to be purchased in the Chilean offer, to the Chilean peso equivalent price
of US$0.242647059. The cash payment per Gener share in the Chilean offer is
equal to the value, over a measuring period, of the fraction of an AES
share offered in exchange for each Gener ADS pursuant to our offer, after
adjusting for the fact that each Gener ADS represents 68 Gener shares,
(B) we had modified the minimum AES share price condition so that the
offers are now subject to the condition that the average of the high and
low selling prices of AES shares, as reported on the
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New York Stock Exchange Composite Transaction Tape, for the ten New York
Stock Exchange trading days ending on the second New York Stock Exchange
trading day immediately prior to the date on which the exchange offer
expires, will be no less than $45,
(C) in the event we acquire control of Gener, Gener will propose an
amendment to the terms of Gener's 6% Senior Convertible Notes Due 2005,
relating to adjustments of the conversion price in the event of certain
distributions of dividends to provide that the conversion price of the
notes will be subject to adjustment upon the terms set forth in such notes
in the event of a distribution of dividends from accumulated profits and
capital reserves as of September 30, 2000. The Gener convertible notes
currently require such adjustments only in the event of the distribution of
dividends corresponding to fiscal years prior to 1998, and
(D) the expiration date of our offer had been extended so that it is now
scheduled to expire at 12:00 midnight on Tuesday December 26, 2000.
On December 12, 2000, Gener held an extraordinary meeting of Gener
shareholders to consider the proposed amendments to Gener's Bylaws. Following
this meeting, Gener announced that the amendments to Gener's Bylaws had been
approved by the holders of more than 75% of the outstanding Gener shares,
including shares represented by ADSs. The offers are conditioned upon
shareholder approval and the effectiveness under Chilean law of the amendments
to Gener's Bylaws. Although Gener has announced shareholder approval of the
amendments to Gener's Bylaws and we expect these amendments to become effective
under Chilean law in a timely manner, we can offer no assurances regarding when
or if the amendments will become effective and the condition to the offers will
be satisfied.
On December 13, 2000, the Federal Energy Regulatory Commission informed
AES that it approved the acquisition of control of, and a majority of the
equity interest in, Gener under the Federal Power Act.
Except as otherwise set forth in this Prospectus Supplement No. 1, and as
previously amended, the terms and conditions previously set forth in our
Preliminary Prospectus and the related Letter of Transmittal, which were mailed
to ADS Holders on November 9, 2000, remain applicable in all respects to our
offer, and this Supplement Prospectus No. 1 should be read in conjunction with
the Preliminary Prospectus and the Letter of Transmittal. Unless the context
requires otherwise, capitalized terms used and not defined herein shall have
the meanings assigned to such terms in the Preliminary Prospectus.
Additional copies of this Prospectus Supplement No. 1 and the Preliminary
Prospectus and other offer materials may be obtained from D.F. King & Co., the
Information Agent for our offer at the address listed on the last page of this
Prospectus Supplement No. 1.
The Prospectus which forms part of the Registration Statement is hereby
amended and supplemented as follows:
HSR CONDITION
The answer to the question "WHAT ARE THE CONDITIONS TO YOUR OFFER?" in the
section of the Prospectus entitled "QUESTIONS AND ANSWERS ABOUT THE
TRANSACTION" is hereby amended and supplemented by adding the following
sentence after the sixth bullet point of the section; the section entitled
"SUMMARY--Our Offer--Conditions of Our Offer" is hereby amended and
supplemented by adding the following sentence after the sixth bullet point of
the section; the section entitled "OUR OFFER--Certain Legal Matters; Regulatory
Approvals" in the Prospectus is hereby amended and supplemented by adding the
following sentence immediately after the first paragraph:
"We announced on November 22, 2000 that early termination of the
waiting period under the Hart Scott Rodino Act with respect to the purchase
of Gener ADSs and Gener shares pursuant to the offers was granted by the
U.S. Federal Trade Commission and the Antitrust Division of the U.S.
Department of Justice on November 20, 2000, thereby satisfying this
condition."
The section of the Prospectus entitled "OUR OFFER--Conditions of Our Offer--HSR
Condition" is hereby amended and restated to read in its entirety as follows:
"The waiting period, and any extension thereof, applicable to our
offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, must have expired or been terminated and
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<PAGE>
all required approvals under any other applicable law must have been
obtained. We announced on November 22, 2000 that early termination of the
waiting period under the HSR Act with respect to the purchase of Gener ADSs
and Gener shares pursuant to the offers was granted by the U.S. Federal
Trade Commission and the Antitrust Division of the U.S. Department of
Justice on November 20, 2000, thereby satisfying this condition."
WAIVER OF FINANCING CONDITION IN CHILEAN OFFER
The answer to the question "WHAT ARE THE CONDITIONS TO YOUR CHILEAN OFFER?" in
the section entitled "QUESTIONS AND ANSWERS ABOUT THE TRANSACTION" in the
Prospectus is hereby amended and supplemented by adding the following sentence
after the third bullet point:
"We announced in a press release on November 22, 2000 that we had
waived the financing condition in the Chilean offer."
The section entitled "THE CHILEAN OFFER" in the Prospectus is hereby amended
and supplemented by adding the following sentence after the second paragraph:
"We announced on November 22, 2000 that we had waived the financing
condition in the Chilean offer."
TOTAL AGREEMENT
The section of the Prospectus entitled "SUMMARY--Information Concerning
the TotalFinaElf Group Proposal" is hereby amended and supplemented by adding
the following paragraph after the first paragraph of the section; the section
entitled "OUR OFFER--Purpose of the Offers; Plans for Gener" is hereby amended
and supplemented by adding the following paragraph after the second complete
paragraph on page 37 of the Prospectus mailed to Gener ADS holders on November
9, 2000:
"On November 28, 2000, we entered into an agreement with TotalFinaElf,
the Total Agreement, which provides, among other things, that if we are
successful in acquiring at least a majority of the outstanding Gener
shares, including Gener shares represented by ADSs, as a shareholder Gener
we will take action to cause Gener to enter into an agreement to sell to
TotalFinaElf all of the capital stock that Gener owns in Central Puerto
S.A., Hidroneuquen S.A., Termoandes S.A. and Interandes S.A., the
Electricity Companies, and other interests in Argentina, the Acquired
Interests, consisting of all of the subordinated indebtedness owned by
Gener and its affiliates of Hidroelectrica, a 59% owned subsidiary of
Hidroneuquen, all of Gener's rights and obligations under management
contracts with the Electricity Companies, all of Gener's interests in
projects under study or development to develop electricity transmission or
generation facilities in Argentina and in the project under study to
develop facilities for transmitting electricity between the Yacyreta region
in Argentina and the Sao Paulo region in Brazil, for a purchase price of
$652 million in cash, subject to certain adjustments. Concurrently with
such sale, approximately $274 million of indebtedness of Termoandes and
Interandes would be repaid. If we purchase Gener shares in the offers but
do not acquire a majority of the outstanding Gener shares, including Gener
shares represented by ADSs, we have agreed with TotalFinaElf that we will
use our reasonable best efforts to acquire at least a majority of the
outstanding Gener shares, including Gener shares represented by ADSs.
TotalFinaElf has agreed not to take any action that would frustrate or
prevent the consummation of the offers. We and TotalFinaElf have agreed to
cooperate and to use our reasonable best efforts to support the
consummation of the transactions contemplated by the Total Agreement,
including the offers. The sale to TotalFinaElf of the Electricity
Companies' shares and the Acquired Interests is subject to a number of
conditions, including satisfaction by TotalFinaElf of a due diligence
review. In addition, under the Total Agreement, TotalFinaElf has the right
at its option to purchase the shares of all or any of the Electricity
Companies and to purchase or not purchase the Acquired Interests in the
projects under study and/or development. The Total Agreement provides for
termination by the parties in certain events, including upon the
termination of the offers without the purchase of any Gener shares or ADSs
thereunder."
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<PAGE>
The answer to the question "WHAT ARE THE CONDITIONS TO YOUR OFFER?" in the
section of the Prospectus entitled "QUESTIONS AND ANSWERS ABOUT THE
TRANSACTION" is hereby amended and supplemented by adding the following
sentence at the end of the second bullet point; the section entitled
"SUMMARY--Conditions of Our Offer" is hereby amended and supplemented by adding
the following sentence at the end of the second bullet point; the section
entitled "OUR OFFER--Conditions of Our Offer--TotalFinaElf Transaction
Condition" is hereby amended and supplemented by adding the following sentence
at the end of the section:
"This condition was satisfied on November 28, 2000 when TotalFinaElf
terminated its agreement with Gener with respect to the TotalFinaElf
proposal and entered into the TotalFinaElf Agreement with us;"
MODIFICATION OF MINIMUM AES SHARE PRICE CONDITION
The answer to the question "WHAT ARE THE CONDITIONS TO YOUR OFFER?" in the
section of the Prospectus entitled "QUESTIONS AND ANSWERS ABOUT THE
TRANSACTION" is hereby amended and restated by amending and restating the
fourth bullet point on page 4 to read in its entirety as follows; the section
entitled "SUMMARY--Our Offer--Conditions of Our Offer" is hereby amended and
restated by amending and restating the fourth bullet point on page 13 of the
Prospectus mailed to Gener ADS holders on November 9, 2000 to read in its
entirety as follows; the section entitled "OUR OFFER--Conditions of Our
Offer--Minimum AES Share Price Condition" is hereby amended and restated to
read in its entirety as follows:
"The average of the high and low selling prices of AES shares, as
reported on the New York Stock Exchange Composite Transaction Tape, for the
ten New York Stock Exchange trading days ending on the second New York
Stock Exchange trading day immediately prior to the date on which our offer
expires, will be no less than $45;"
INCREASE OF OFFER PRICE
The Prospectus is hereby amended and supplemented to change all references to
the value of AES shares to be exchanged for each issued and outstanding Gener
ADS validly tendered and not withdrawn prior to the expiration of our offer
from US$16.00 to US$16.50.
The Prospectus is also amended and supplemented to change all references to the
cash payment that will be made by us for each outstanding Gener share accepted
for payment in the Chilean offer to the Chilean peso equivalent of
US$0.242647059.
EXTENSION OF OUR OFFER
The Prospectus is hereby amended and supplemented to change all
references to the expiration date of our offer from midnight on Monday,
December 11, 2000 to midnight on Tuesday, December 26, 2000
GENER'S 6% SENIOR CONVERTIBLE NOTES
The section of the Prospectus entitled "OUR OFFER--Purpose of the Offers; Plans
for Gener--Plans for Gener" is hereby amended and supplemented by adding the
following paragraph after the final paragraph of the section:
"On December 12, 2000, we announced that as a result of negotiations
with Provida, Habitat, Bansander and Cuprum, in the event we acquire
control of Gener, Gener will propose an amendment to the terms of Gener's
6% senior convertible notes due 2005 relating to adjustments of the
conversion price in the event of certain distributions of dividends to
provide that the conversion price of the notes will be subject to
adjustment upon the terms set forth in such notes in the event of a
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<PAGE>
distribution of dividends from accumulated profits and capital reserves as
of September 30, 2000. The Gener convertible notes currently require such
adjustments only in the event of the distribution of dividends
corresponding to fiscal years prior to 1998."
CONDITIONS TO OUR OFFER
The introductory paragraph to the section of the Prospectus entitled "OUR
OFFER--Conditions of Our Offer" is hereby amended and restated to read in its
entirety as follows:
"Notwithstanding any other provisions of our offer, we shall not be
required to accept for exchange and, subject to any applicable rules and
regulations of the SEC, including Rule 14e-1(c) under the Exchange Act
(relating to our obligation to exchange for or return tendered securities
promptly after termination or withdrawal of our offer), we may postpone the
acceptance for exchange of, or exchange for, tendered Gener ADSs, and may,
in our reasonable judgment, extend, terminate or amend our offer as to any
Gener ADSs not then accepted for exchange if in our reasonable judgment the
following conditions have not been satisfied on or before the date of
expiration of our offer. If events occur prior to the expiration of our
offer which constitute the failure of one of the conditions of our offer to
be satisfied, we intend to issue a press release and make appropriate
filings with the SEC to inform ADS holders of these events and our then
current intentions with respect to either waiving such failure of a
condition of our offer or terminating our offer as a result of such
failure."
GENER SHAREHOLDERS' MEETING
The answer to the question "WHAT ARE THE CONDITIONS TO YOUR OFFER?" in the
section of the Prospectus entitled "QUESTIONS AND ANSWERS ABOUT THE
TRANSACTION" is hereby amended and supplemented by adding the following
paragraph after the first bullet point of the section; the section of the
Prospectus entitled "AMENDMENTS TO GENER'S BYLAWS" is hereby amended and
supplemented by adding the following paragraph after the third paragraph of the
section; the section of the Prospectus entitled "SUMMARY--Our Offer--Conditions
of Our Offer" is hereby amended and supplemented by adding the following
paragraph after the first bullet point of the section; the section of the
Prospectus entitled "OUR OFFER--Conditions of Our Offer--Bylaw Condition" is
hereby supplemented by adding the following paragraph at the end of the
section; the section of the Prospectus entitled "OUR OFFER--Purpose of the
Offers; Plans for Gener" is hereby amended and supplemented by adding the
following paragraph after the fifth paragraph of the section.
"On December 12, 2000, Gener held an extraordinary meeting of Gener
shareholders to consider the proposed amendments to Gener's Bylaws.
Following this meeting, Gener announced that the amendments to Gener's
Bylaws had been approved by the holders of more than 75% of the outstanding
Gener shares, including shares represented by ADSs. The offers are
conditioned upon shareholder approval and the effectiveness under Chilean
law of the amendments to Gener's Bylaws. Although Gener has announced
shareholder approval of the amendments to Gener's Bylaws and we expect
these amendments to become effective under Chilean law in a timely manner,
we can offer no assurances regarding when or if the amendments will become
effective and the condition to the offers will be satisfied."
GENER ADS HOLDERS
The answer to the question "WHAT ARE THE SECURITIES SOUGHT IN YOUR OFFERS?" in
the section of the Prospectus entitled "QUESTIONS AND ANSWERS ABOUT THE
TRANSACTION" is hereby amended and supplemented by adding the following
sentence after the fourth sentence of the section; the section of the
Prospectus entitled "THE PROPOSED TRANSACTION; THE OFFERS" is hereby amended
and supplemented by adding the following sentence after the fourth sentence of
the second paragraph of the section:
"According to a report from Citibank, N.A., Gener's ADR Depositary, as
of November 24, 2000, the last date prior to the date of this Prospectus
Supplement for which such a report was made available to us, there were
19,625,001 Gener ADSs issued and outstanding which represented
approximately 23.7% of the total number of issued and outstanding Gener
shares, including shares represented by such Gener ADSs."
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<PAGE>
RELATIONSHIPS WITH GENER
The section of the Prospectus entitled "OUR OFFER--Relationships with Gener" is
hereby amended and supplemented by adding the following paragraph after the
first paragraph of that section:
"On December 1, 2000, we effected the sale of 29,920,000 Gener shares
in a block trade on the Santiago Stock Exchange. All of these shares were
acquired as a result of the withdrawal of shares from the Depositary. The
net price per share in this transaction was the Chilean peso equivalent of
US $0.221053655. Our total net proceeds from this transaction were US
$6,613,925.37. Following this transaction, we are the beneficial owner of
219,900 Gener ADSs and 6,800 Gener shares."
FERC APPROVAL
The answer to the question "WHAT ARE THE CONDITIONS TO YOUR OFFER?" in the
section of the Prospectus entitled "QUESTIONS AND ANSWERS ABOUT THE
TRANSACTION" is hereby amended and supplemented by adding the following
sentence after the seventh bullet point of the section; the section entitled
"SUMMARY--Our Offer--Conditions of Our Offer" is hereby amended and
supplemented by adding the following sentence after the seventh bullet point of
the section; the section entitled "OUR OFFER--Certain Legal Matters; Regulatory
Approvals" is hereby amended and supplemented by adding the following sentence
immediately after the fourth paragraph; the section entitled "OUR
OFFER--Conditions of Our Offer--FERC Condition" is hereby supplemented by
adding the following sentence at the end of the section:
"On December 13, 2000, the Federal Energy Regulatory Commission
informed us that it had authorized our acquisition of control of, and a
majority of the equity interest in, Gener under the Federal Power Act,
thereby satisfying this condition."
MARKET PRICES AND DIVIDENDS
The dividend information for Gener for each of the calendar years 1998 and 1999
which appears in the section of the Prospectus entitled "Market Prices and
Dividends" is amended and restated to read in its entirety as follows:
PER SHARE PER GENER ADS
---------------------- --------------
(CH$) (US$) (US$)
----- ----- -----
1998 4.70 0.010 0.67
1999 1.16 0.002 0.15
NEW FILINGS
The section of the Prospectus entitled "WHERE YOU CAN FIND MORE INFORMATION" is
hereby amended and supplemented by adding the following filings:
AES FILINGS (FILE NO. 001-12291):
o Quarterly Report on Form 10-Q for fiscal quarter ended September 30,
2000, filed on November 14, 2000;
o Current Report on Form 8-K filed on November 28, 2000;
o Amended Tender Offer Statement on Schedule TO-T/A filed on December 13,
2000;
o Amended Tender Offer Statement on Schedule TO-T/A filed on December 8,
2000;
o Amended Tender Offer Statement on Schedule TO-T/A filed on December 7,
2000;
o Amended Tender Offer Statement on Schedule TO-T/A filed on November 28,
2000;
o Amended Tender Offer Statement on Schedule TO-T/A filed on November 22,
2000;
o Amended Tender Offer Statement on Schedule TO-T/A filed on November 22,
2000;
o Tender Offer Statement on Schedule TO-T filed on November 9, 2000;
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<PAGE>
o Written Communications of Business Combination Transaction pursuant to
Rule 425 filed on December 4, 2000;
o Written Communications of Business Combination Transaction pursuant to
Rule 425 filed on November 28, 2000;
o Written Communications of Business Combination Transaction pursuant to
Rule 425 filed on November 20, 2000;
o Written Communications of Business Combination Transaction pursuant to
Rule 425 filed on November 7, 2000; and
o Written Communications of Business Combination Transaction pursuant to
Rule 425 filed on November 3, 2000;
GENER FILINGS (FILE NO. 001-13210):
o Report by Foreign Issuer on Form 6-K dated November 30, 2000;
o Report by Foreign Issuer on Form 6-K dated November 30, 2000;
o Report by Foreign Issuer on Form 6-K dated November 30, 2000;
o Report by Foreign Issuer on Form 6-K dated November 21, 2000;
o Report by Foreign Issuer on Form 6-K dated November 17, 2000;
o Report by Foreign Issuer on Form 6-K for fiscal quarter ended September
30, 2000, filed on November 13, 2000;
o Report by Foreign Issuer on Form 6-K dated November 10, 2000;
o Report by Foreign Issuer on Form 6-K dated November 8, 2000;
o Amended Tender Offer Statement on Schedule TO-T/A filed on December 13,
2000;
o Amended Tender Offer Statement on Schedule TO-T/A filed on December 8,
2000;
o Amended Tender Offer Statement on Schedule TO-T/A filed on December 7,
2000;
o Amended Tender Offer Statement on Schedule TO-T/A filed on November 28,
2000;
o Amended Tender Offer Statement on Schedule TO-T/A filed on November 22,
2000;
o Amended Tender Offer Statement on Schedule TO-T/A filed on November 22,
2000;
o Tender Offer Statement on Schedule TO-T filed on November 9, 2000;
o Amended Solicitation/Recommendation Statement on Schedule 14D-9/A filed
on
November 29, 2000;
o Solicitation/Recommendation Statement on Schedule 14D-9 filed on
November 22, 2000;
o Beneficial Ownership Statement on Schedule 13D filed on November 15,
2000;
o Written Communications of Business Combination Transaction pursuant to
Rule 425 filed on December 4, 2000;
o Written Communications of Business Combination Transaction pursuant to
Rule 425 filed on November 28, 2000;
o Written Communications of Business Combination Transaction pursuant to
Rule 425 filed on November 20, 2000;
o Written Communications of Business Combination Transaction pursuant to
Rule 425 filed on November 7, 2000; and
o Written Communications of Business Combination Transaction pursuant to
Rule 425 filed on November 3, 2000;
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<PAGE>
Facsimile copies of the ADS Letter of Transmittal, properly completed and duly
signed, will be accepted. The ADS Letter of Transmittal, ADRs for the Gener
ADSs and any other required documents should be sent by each holder of the
Gener ADSs or his or her broker, dealer, commercial bank, trust company or
other nominee to the exchange agent at the addresses set forth below.
The exchange agent for our offer is:
CHASEMELLON SHAREHOLDER SERVICES L.L.C.
BY MAIL: FACSIMILE TRANSMISSION: BY HAND:
REORGANIZATION (FOR ELIGIBLE REORGANIZATION DEPARTMENT
DEPARTMENT INSTITUTIONS ONLY) 120 BROADWAY
PO BOX 3301 (201) 296-4293 13TH FLOOR
SOUTH HACKENSACK, NJ NEW YORK, NY 10271
07606 CONFIRMATION OF FAX:
(201) 296-4860
By Overnight Courier:
Reorganization Department
85 Challenger Road
Mail Stop-Reorg
Ridgefield Park, NJ 07660
Questions or requests for assistance or additional copies of our
prospectus, the prospectus supplement, the ADS Letter of Transmittal and the
ADS Notice of Guaranteed Delivery may be directed to the information agent or
the dealer manager at their respective addresses and telephone numbers set
forth below. A holder of Gener ADSs also may contact his or her broker, dealer,
commercial bank, trust company or other nominee for assistance concerning our
offer.
The Information Agent for our offer is:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
Call Toll Free: (800) 755-3105
THE DEALER MANAGER FOR OUR OFFER IS:
DEUTSCHE BANK ALEX. BROWN
Deutsche Bank Securities Inc.
130 Liberty Street
New York, New York 10006
Call Toll Free (877) 305-4920
