SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20579
----------------------------------
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) - January 30, 1997
AES China Generating Co. Ltd.
(Exact name of registrant as specified in its charter)
Bermuda 0-23148 98-0152612
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
3/F(W), Golden Bridge Plaza
No. 1(A) Jianguomenwai Avenue
Beijing, 100020
Peoples Republic of China N/A
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (8610) 6508-9619
Item 5. Other Events
The AES Corporation ("AES") has offered to remove the $14.50 per
share cap on the value to be received by Class A shareholders of AES
China Generating Co. Ltd ("AES ChiGen") pursuant to the previously
announced amalgamation transaction involving AES ChiGen and a sub-
sidiary of AES by removing the possibility of a downward adjustment to
the 0.2900 exchange ratio in the event that the price for AES's common
stock trades above $50 per share. The actual number of shares of AES
Common Stock to be received by Class A shareholders of AES ChiGen will
be 0.2900 of a share of AES Common Stock for each share of AES ChiGen
Class A Common Stock, provided that the average closing price of AES
Common Stock on the NYSE is at least $45.00 during the measuring period.
The measuring period begins 18 trading days and ends 3 trading days
before the AES ChiGen special meeting. The date for the Special Meeting
has not yet been set. An amended amalgamation agreement, reflecting
the increased offer, will be presented in the near future to the Special
Committee of Class A Directors and the entire Board of Directors of AES
ChiGen for their consideration.
SIGNATURE
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 thereunto duly authorized.
AES CHINA GENERATING CO. LTD.
Date: February 5, 1997 By: /s/ Jeffery A. Safford
Name: Jeffery A. Safford
Title: Vice President and
Chief Financial Officer
