- --------------------------------------------------------------------------------
As filed with the Securities and Exchange Commission on June 10, 1997
- --------------------------------------------------------------------------------
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
THE AES CORPORATION
(Exact Name of Registrant as specified in its charter)
Delaware 54-1163725
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1001 North 19th Street, Arlington, Virginia 22209
(Address of Principal Executive Offices) (Zip Code)
AES CHINA GENERATING CO. LTD.
INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
BARRY J. SHARP Copy to:
Vice President and PHILIP D. BEAUMONT, ESQ.
Chief Financial Officer CHADBOURNE & PARKE LLP
THE AES CORPORATION 30 Rockefeller Plaza
1001 N. 19th Street New York, New York 10112
Arlington, Virginia 22209
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (703) 522-1315
CALCULATION OF REGISTRATION FEE
================================================================================
Title Of Amount Proposed Proposed
Securities To To Be Maximum Maximum
Be Registered Registered Offering Aggregate
Price Offering Amount Of
Per Share* Price** Registration Fee
- --------------------------------------------------------------------------------
Common Stock,
Par Value
$0.01 448,283 $73.63 $33,007,077.29 $10,002.14
per share shares
- --------------------------------------------------------------------------------
* Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933 on the basis of
the average of the high and low prices ($74.00 and $73.25, respectively) on
June 9, 1997 for the Company's Common Stock on the New York Stock Exchange
Composite Transactions.
** There are also registered hereunder such indeterminate number of additional
shares as may become subject to awards under the Plan as a result of the
antidilution provision contained therein.
<PAGE>
EXPLANATORY NOTE
This Registration Statement includes a Prospectus, prepared in accordance
with the requirements of Form S-3, which may be used for the offer and sale by
certain officers and directors of the Registrant who may be deemed "affiliates"
of the Registrant, as that term is defined in Rule 405 of the Securities Act of
1933, as amended (the "Securities Act"), or securities registered hereunder.
<PAGE>
1997 SUPPLEMENT
To Prospectus for Offers and
Sales of Common Stock of
The AES Corporation
By Certain Selling Stockholders
This Supplement dated June 10, 1997 to the Prospectus dated June 10,
1997 relating to offers and sales of Award Shares by certain Selling
Stockholders of The AES Corporation contains certain current information that
may change from year to year. The Supplement will be updated annually and will
be delivered to each Selling Stockholder. Each current Annual Supplement should
be kept with the Prospectus in the Selling Stockholder's important papers.
Selling Stockholders who received the June 10, 1997 Prospectus will not be sent
additional copies of the Prospectus in subsequent years unless the information
in the Prospectus is required to be amended or unless a Selling Stockholder
requests an additional copy by writing to the Secretary, The AES Corporation,
1001 N. 19th Street, Arlington, Virginia 22209. Capitalized terms used in this
Supplement have the meanings set forth in the Prospectus.
1. Date. The date of this Supplement is June 10, 1997.
2. Information Regarding Selling Stockholders and Award Shares Covered by
the Prospectus. The Prospectus covers 110,360 Award Shares that have been or may
be acquired upon exercise of incentive or nonqualified stock options granted
pursuant to the Plan held by the Selling Stockholders as of May 1, 1997.
There are set forth in the following table opposite the name of each of the
Selling Stockholders (1) under the heading "Shares of Common Stock beneficially
owned", the shares of Common Stock of the Company beneficially owned by the
Selling Stockholder on May 1, 1997 (as stated in the footnotes below, beneficial
ownership is disclaimed as to certain shares), including shares of Common Stock
(if any) of which the Selling Stockholder had the right on such date to acquire
beneficial ownership pursuant to the exercise on or before July 1, 1997 of
options granted by the Company, or upon exercise of warrants, plus the number
(if any) of shares of Common Stock held under the (i) Deferred Compensation Plan
for Directors, (ii) the Profit Sharing and Stock Ownership Plan, and (iii) the
Supplemental Retirement Plan (2) under the heading "Award Shares acquired or
which may be acquired and offered", the shares of Common Stock which have been
acquired pursuant to the exercise of options, or may be acquired by the Selling
Stockholder upon the exercise of options outstanding as of May 1, 1997 and
offered by the Prospectus; and (3) under the heading "Shares of Common Stock to
be owned upon completion of the offering", the shares of Common Stock to be
beneficially owned by the Selling Stockholder after completion of the offering,
based on the number of shares owned on May 1, 1997. The information as to
security holdings is based on information received by the Company from the
Selling Stockholders and from the Compensation Committee and has been adjusted
to reflect a three-for-two stock split in the form of 100% stock dividend, at a
rate of one additional share of Common Stock for each two shares of Common Stock
issued, authorized on Janauary 15, 1994.
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
Present principal Shares of Award Shares Shares of Common
Selling Stockholder positions or Common Stock acquired or which Stock to be owned
offices with the Beneficially may be acquired after completion of
Company Owned(1) and offered offering
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Paul T. Hanrahan Vice President 40,839 110,360 40,839
</TABLE>
(1) Includes (a) the following shares issuable upon exercise of options: 20,409
shares and (b) the following shares held by the Profit Sharing and Stock
Ownership Plan: 16,343 shares. The number of shares set forth above are
those the Selling Stockholder had the right to acquire beneficial ownership
pursuant to the exercise on or before July 1, 1997 of options granted by
the Company. Inclusion of such shares does not constitute an admission by
any Selling Stockholder that he is the beneficial owner of such shares.
To the best of the Company's knowledge, each Selling Stockholder has sole
voting and investment power with respect to shares shown after his name in
Columns (1) and (3) above, except as set forth in the footnotes above.
3. Market Price. The closing price per share of Common Stock of the Company
on the New York Stock Exchange Composite Transactions on June 4, 1997 was
$74.00.
4. Documents Incorporated by Reference. For further information concerning
the Company and its subsidiaries, see the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996, which incorporates by reference
certain information, including the Company's Consolidated Financial Statements
contained in the Company's Current Reports on Form 8-K dated March 12, 1997; see
also its Proxy Statement for the Annual Meeting of Stockholders held on April
15, 1997, its Current Reports on Form 8-K dated January 30, 1997, February 18,
1997, and March 24, 1997, and its Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 1997. Each of the foregoing is on file with the
Securities and Exchange Commission.
<PAGE>
PROSPECTUS
THE AES CORPORATION
Common Stock
This Prospectus relates to offers and sales by certain officers and
directors (the "Selling Stockholders") of The AES Corporation, a Delaware
corporation (the "Company"), who may be deemed to be "affiliates" of the
Company, as defined in Rule 405 under the Securities Act of 1933, as amended, of
shares of Common Stock of the Company that may be acquired by such persons upon
exercise of incentive or nonqualified stock options granted pursuant to the
Incentive Stock Option Plan (the "Plan"), of the Company. See "SELLING
STOCKHOLDERS". The shares that may be so acquired by such persons pursuant to
the Plan are herein referred to as the "Award Shares".
The accompanying Annual Supplement to this Prospectus sets forth the number
of Award Shares covered by this Prospectus.
Shares covered by this Prospectus may be offered and sold from time to time
by the Selling Stockholders through brokers on the New York Stock Exchange or
otherwise at the prices prevailing at the time of such sales. No specified
brokers or dealers have been designated by the Selling Stockholders and no
agreement has been entered into in respect of brokerage commissions or for the
exclusive or coordinated sale of any securities which may be offered pursuant to
this Prospectus. The net proceeds to the Selling Stockholders will be the
proceeds received by them upon such sales, less brokerage commissions, if any.
The Company will pay all expenses of preparing and reproducing this Prospectus,
but will not receive any of the proceeds from sales by any of the Selling
Stockholders.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THE PROSPECTUS. ANY RE-
PRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus is June 10, 1997
<PAGE>
No person has been authorized to give any information or to make any
representation not contained in this Prospectus in connection with the offer
contained herein and, if give or made, such information or representation must
not be relied upon as having been authorized. This Prospectus does not
constitute an offer of any securities other than the Common Stock that may be
offered hereby or an offer of the Common Stock to any person in any jurisdiction
where such offer would be unlawful. The delivery of this Prospectus or any sale
made through its use at any time does not imply that the information herein is
correct as of any time subsequent to its date.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities of the Commission at Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the New York Regional
Office, 7 World Trade Center, New York, New York 10048 and at the Chicago
Regional Office, 500 West Madison Street, Chicago Illinois 60661-2511. Copies of
such material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. The Commission also maintains a World Wide Web site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission. The address of the
Commission's home page on the Internet is http://www.sec.gov.
The Company's Common Stock is listed on the New York Stock Exchange and
reports, proxy statements and other information concerning the Company can be
inspected and copied at the Library of the New York Stock Exchange at 20 Broad
Street, New York, New York 10005. The Company will furnish, without charge, to
any person to whom this Prospectus is delivered, upon such person's written or
oral request, a copy of any and all of the information that has been
incorporated by reference in the Registration Statement of which this Prospectus
is a part (not including exhibits to such information unless such exhibits are
specifically incorporated by reference into such information). Any such request
should be directed to the Secretary of the Company at its principal executive
offices, 1001 N. 19th Street, Arlington, Virginia 22209 (telephone number (703)
522-1315).
THE COMPANY
AES is a global power company committed to supplying electricity to
customers world-wide in a socially responsible way. AES was one of the original
entrants in the independent power market and today is one of the world's largest
global power companies, based on net equity ownership of generating capacity (in
megawatts) in operation or under construction. AES, based in Arlington,
Virginia, markets power principally from electric generating facilities that it
develops, owns and operates.
Over the last five years, AES has experienced significant growth. This
growth has resulted primarily from the development and construction of new
plants ("greenfield development") and also from the acquisition of existing
plants, primarily through competitively bid privatization initiatives outside
the United States or negotiated acquisitions. AES operates and owns (entirely or
in part) 26 power plants in seven countries with a capacity of approximately
9,600 megawatts. AES is also constructing eight additional power plants in four
countries with a design capacity of approximately 1,700 megawatts. In addition,
AES has numerous projects in development, including seven projects with an
aggregate design capacity of approximately 4,700 megawatts that have executed or
been awarded power sales agreements.
The Company's principal executive offices are located at 1001 N. 19th
Street, Arlington, Virginia 22209 (telephone number (703) 522-1315).
RECENT DEVELOPMENTS
In May 1997, a subsidiary of AES and its partners, the Southern Company and
The Opportunity Fund, a Brazilian investment fund, won a bid to acquire 14.41%
of Companhia Energetica de Minas Gerais, ("Cemig"), an integrated electric
utility serving the State of Minas Gerais in Brazil. These shares, which also
represent approximately 33% of the voting interest in Cemig, will be acquired
from the State of Minais Gerais in a partial privatization of the company for a
total purchase price of $1.056 billion. The Company expects to fund its
acquisition through a combination of non-recourse and recourse bank loans.
SELLING STOCKHOLDERS
See the Annual Supplement for current information regarding the Selling
Stockholders, the shares of Common Stock of the Company beneficially owned by
them, the Award Shares offered by them hereby and the shares of Common Stock of
the Company to be beneficially owned by them after completion of the offering.
The address of each of the Selling Stockholders is The AES Corporation, 1001 N.
19th Street, Arlington, Virginia 22209.
DOCUMENTS INCORPORATED BY REFERENCE
For further information concerning the Company and its subsidiaries see the
Company's Annual Report on Form 10-K, its Proxy Statement for the Annual Meeting
of Stockholders and any other reports filed with the Commission and described in
the Annual Supplement. All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the termination of the offering, shall be deemed to be incorporated
herein by reference and be a part hereof from the date of filing of such reports
and documents. For a description of the Common Stock of the Company, see pages
50-52 inclusive of Amendment No. 1 to the Registration Statement on Form S-3
(Registration No. 33-62858) filed by the company on June 8, 1993 which was
incorporated by reference in the Company's Application for Registration on Form
8-A (Registration No. 0-19281) filed with the Commission on October 9, 1996, as
amended by Amendment No. 1 on Form 8-A/A to the Company's Registration Statement
on Form 8-A filed with the Commission on October 10, 1996. Each of the documents
listed in this paragraph is on file with the Commission and incorporated herein
by reference and made a part hereof.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus and the Registration Statement of which it is a
part to the extent that a statement contained herein or in any subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this Prospectus or such Registration Statement.
EXPERTS
The financial statements and schedules included or incorporated by
reference in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 and incorporated herein by reference have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports which
are also incorporated herein by reference and have been so incorporated in
reliance upon such reports given upon the authority of that firm as experts in
accounting and auditing.
ADDITIONAL INFORMATION
The Prospectus does not contain all the information set forth in the
Registration Statement, or amendments thereto, certain portions of which have
been omitted pursuant to the Commission's rules and regulations. The information
so omitted may be obtained from the Commission's principal office in Washington,
D.C., upon payment of the fees prescribed by the Commission.
The Delaware General Corporation Law and the By-laws of the Company provide
for indemnification of the Company's officers and directors, who are also
covered by certain insurance policies maintained by the Company. Insofar as
indemnification for liabilities arising under the Securities Act of 1933, as
amended, may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Commission such indemnification is against public policy
as expressed in the Securities Act of 1933, as amended, and is therefore
unenforceable.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Registrant with the Securities and
Exchange Commission are specifically incorporated herein by reference and made a
part hereof:
(i) Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act");
(ii) all other reports filed by Registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act since December 31, 1996; and
(iii)the description of Registrant's Common Stock contained in
Registrant's Registration Statement on Form 8-A (Registration No.
0-19281), filed with the Commission on October 9, 1996, as
amended by Amendment No. 1 on Form 8-A/A to AES's Registration
Statement on Form 8-A filed with the Commission on October 10,
1996, including any amendments or reports filed for the purpose
of updating such description.
All documents subsequently filed by Registrant pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement modified or superseded shall not be
deemed, except as so modified or superseded, to constitute part of this
Registration Statement.
Item 4. Description of Securities.
This Item is not applicable as Registrant's Common Stock is registered
under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
This Item is not applicable.
Item 6. Indemnification of Directors and Officers.
Under AES's By-Laws, and in accordance with Section 145 of the Delaware
General Corporation Law (the "GCL"), AES shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than any action or suit by or in the right of AES to
procure a judgment in its favor, which is hereinafter referred to as a
"derivative action") by reason of the fact that such person is or was a
director, officer or employee of AES, or is or was serving in such capacity or
as agent at the request of AES for another entity, to the full extent authorized
by Delaware law, against expenses (including, but not limited to, attorneys'
fees), judgments, fines and amounts actually and reasonably incurred in
connection with the defense or settlement of such action, suit or proceeding if
such person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of AES, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe was unlawful.
Agents of AES may be similarly indemnified, at the discretion of the Board of
Directors.
Under Section 145 of the GCL, a similar standard of care is applicable in
the case of derivative actions, except that indemnification only extends to
expenses (including attorneys' fees) incurred in connection with the defense or
settlement of such an action and then, where the person is adjudged to be liable
to AES, only if and to the extent that the Court of Chancery of the State of
Delaware or the court in which such action was brought determines that such
person is fairly and reasonably entitled to such indemnity and only for such
expenses as the court shall deem proper.
Pursuant to AES's By-Laws, a person eligible for indemnification may have
the expenses incurred in connection with any matter described above paid in
advance of a final disposition by AES. However, such advances will only be made
upon the delivery of an undertaking by or on behalf of the indemnified person to
repay all amounts so advanced if it is ultimately determined that such person is
not entitled to indemnification.
In addition, under AES's By-Laws, AES may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
AES or of another corporation against any liability asserted against and
incurred by such person in such capacity, or arising out of the person's status
as such whether or not AES would have the power or the obligation to indemnify
such person against such liability under the provisions of AES's By-Laws.
Item 7. Exemption from Registration Claimed.
This Item is not applicable.
Item 8. Exhibits.
3.1 Amended and Restated Certificate of Incorporation of The AES
Corporation (incorporated by reference to Exhibit 3.1 to the
Registration Statement on Form S-8 (Registration No.
333-26225)).
3.2 Amendment to Amended and Restated Certificate of Incorporation
of The AES Corporation (incorporated by reference to Exhibit
3.2 to the Registration Statement on Form S-8 (Registration
No. 333-26225)).
3.3 By-laws of The AES Corporation, as amended, are incorporated
herein by reference to Exhibit 3.2 to the Registration
Statement on Form S-4 (Registration No. 333-22513).
*5 Opinion of Chadbourne & Parke LLP, counsel for Registrant,
covering shares of the Company's Common Stock issuable upon
exercise of options granted under AES China Generating Co.
Ltd. Incentive Stock Option Plan.
*23.1 Consent of Deloitte & Touche LLP, independent auditors.
*23.2 Consent of Chadbourne & Parke LLP (included in its opinion
filed as Exhibit 5 hereto).
*24 Power of Attorney.
99 AES China Generating Co. Ltd. Incentive Stock Option Plan
(incorporated herein by reference to Exhibit 10.12 to the
Quarterly Report on Form 10-Q of AES China Generating Co. Ltd.
for the quarterly by period ended February 28, 1995 (File No.
0-23148)).
-----------------------
* Filed herewith.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in this Registration
Statement.
(iii)To include any material information with respect to the plan
of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the securities act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the securities and exchange commission
such indemnification is against public policy as expressed in the securities act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suitor proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the securities act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Arlington, Commonwealth of Virginia, on this 10th of
June, 1997.
THE AES CORPORATION
By /s/ Dennis W. Bakke
-------------------------------------
Dennis W. Bakke
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities indicated on this 10th day of June, 1997.
SIGNATURE TITLE
*/s/ Roger W. Sant Chairman of the Board and Director
- ------------------------
(Roger W. Sant)
/s/ Dennis W. Bakke President, Chief Executive Officer and
- ------------------------ Director(Principal Executive Officer)
(Dennis W. Bakke)
*/s/ Vicki-Ann Assevero Director
- ------------------------
(Vicki-Ann Assevero)
*/s/ Dr. Alice F. Emerson Director
- ------------------------
(Dr. Alice F. Emerson)
*/s/ Robert F. Hemphill, Jr Director
- ------------------------
(Robert F. Hemphill, Jr.)
*/s/ Frank Jungers Director
- ------------------------
(Frank Jungers)
*/s/ Dr. Henry R. Linden Director
- ------------------------
(Dr. Henry R. Linden)
Director
- ------------------------
(John H. McArthur)
Director
- ------------------------
(Hazel R. O'Leary)
*/s/ Thomas I. Unterberg Director
- ------------------------
(Thomas I. Unterberg)
*/s/ Robert H. Waterman, Jr Director
- ------------------------
(Robert H. Waterman, Jr.)
/s/ Barry J. Sharp Vice President and Chief Financial
- ------------------------ Officer (Principal Financial and
(Barry J. Sharp) Accounting Officer)
*By: /s/ Barry J. Sharp
------------------------
Attorney-in-fact
June 10, 1997
The AES Corporation
1001 North 19th Street
Arlington, Virginia 22209
Re: Registration Statement on Form S-8
Dear Sirs:
We have served as counsel to The AES Corporation, a Delaware corporation
(the "Company"), in connection with the filing by the Company of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission, covering up to 448,283 shares (the "Shares") of common
stock, par value $.01 per share, of the Company to be issued and sold pursuant
to the AES China Generating Co. Ltd. Incentive Stock Option Plan (the "Plan").
In rendering this opinion, we have examined the Company's Certificate of
Incorporation and By-laws, each as amended to date, minutes of proceedings and
consents of the Board of Directors of the Company, the form of Company common
stock certificate, and originals or copies of such documents, instruments,
records, and certificates of public officials and officers of the Company as we
have deemed necessary. In connection with such examination, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as copies, and we have also made such other investigations of fact and law as
we have deemed relevant in connection with the opinion set forth below. In
rendering this opinion, we have relied upon the accuracy of the certificates,
documents, instruments, and records we have examined as to the matters of fact
covered thereby.
Based on the foregoing, we are of the opinion that the Shares, when issued
and sold in accordance with the terms of the Plan including, without limitation,
payment of the purchase price therefor, will be duly and validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
Chadbourne & Parke LLP
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our reports dated January 30, 1997, except for Note 13, as to which
the date is February 18, 1997 appearing in and incorporated by reference in the
Annual Report on Form 10-K of The AES Corporation for the year ended December
31, 1996, and to the reference to us under the heading "Experts" in the
prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
Washington, D.C.
June 10, 1997
Exhibit 24
POWER OF ATTORNEY
The undersigned, acting in the capacity or capacities stated opposite
their respective names below, hereby severally constitute and appoint DENNIS W.
BAKKE, BARRY J. SHARP and WILLIAM R. LURASCHI and each of them severally, the
attorneys-in-fact of the undersigned with full power to them and each of them to
approve and sign for and in the name of the undersigned in the capacities
indicated below the Registration Statement on Form S-8 relating to shares of
Common Stock, par value $.01 per share, of The AES Corporation, a Delaware
corporation ("AES"), issuable or deliverable upon exercise of options granted
under The AES Corporation 1991 Incentive Stock Option Plan, any and all
exhibits, amendments and supplements thereto, and any other documents necessary,
appropriate or desirable in connection therewith, and to file the same and to do
and perform each and every act and thing necessary, appropriate or desirable in
connection therewith.
This Power of Attorney may be executed in counterparts, which together
shall constitute one and the same instrument.
Signature Position with AES Date
--------- ----------------- ----
/s/ Roger W. Sant Chairman of the Board November 11, 1996
- --------------------------- and Director
Roger W. Sant
/s/ Dennis W. Bakke President, November 11, 1996
- --------------------------- Chief Executive
Dennis W. Bakke Officer and Director
(Principal Executive Officer)
/s/ Vicki-Ann Assevero Director November 11, 1996
- ---------------------------
Vicki-Ann Assevero
/s/ Alice F. Emerson Director November 11, 1996
- ---------------------------
Dr. Alice F. Emerson
/s/ Robert F. Hemphill, Jr Director November 11, 1996
- ---------------------------
Robert F. Hemphill Jr..
/s/ Frank Jungers Director November 11, 1996
- ---------------------------
Frank Jungers
/s/ Dr. Henry R. Linden Director November 11, 1996
- ---------------------------
Dr. Henry R. Linden
/s/ Russell E. Train Director November 11, 1996
- ---------------------------
Russell E. Train
/s/ Thomas I. Unterberg Director November 11, 1996
- ---------------------------
Thomas I. Unterberg
/s/ Robert H. Waterman, Jr. Director November 11, 1996
- ---------------------------
Robert H. Waterman, Jr.
/s/ Barry J. Sharp Vice President and November 11, 1996
- --------------------------- Chief Financial Officer
Barry J. Sharp (Principal Financial and
Accounting Officer)
