S-4/A 1 s-4a.txt FORM S-4/A AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 31, 2000 REGISTRATION NO. 333-40478 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- AES RED OAK, L.L.C. (Exact name of registrant as specified in its charter) DELAWARE 4930 54-1889658 (State of Organization) (Primary Standard Industrial (I.R.S. Employer Identification Classification Number) No.)
-------------------------- 1001 NORTH 19TH STREET ARLINGTON, VIRGINIA 22209 (703) 522-1315 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ------------------------------ PATTY ROLLIN 1001 NORTH 19TH STREET ARLINGTON, VIRGINIA 22209 (703) 522-1315 (Names and addresses, including zip codes, and telephone numbers, including area codes, of agents for service) ------------------------------ IT IS RESPECTFULLY REQUESTED THAT THE COMMISSION SEND COPIES OF ALL NOTICES, ORDERS AND COMMUNICATIONS TO: MICHAEL B. BARR HUNTON & WILLIAMS 1900 K STREET, NW WASHINGTON, DC 20006 (202) 955-1500 (202) 778-2201 (FACSIMILE) APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE AND ALL OTHER CONDITIONS TO THE PROPOSED EXCHANGE OFFER DESCRIBED HEREIN HAVE BEEN SATISFIED OR WAIVED. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / ______ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / ______ -------------------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT WILL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT WILL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT WILL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXPLANATORY NOTE: This Amendment No. 1 is being filed by AES Red Oak, L.L.C. solely for the purpose of filing the exhibits to the Registration Statement that have not been previously filed. PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
EXHIBIT NUMBER DESCRIPTION --------------------- ----------- 3* Amended and Restated Limited Liability Company Agreement, dated as of November 23, 1999 by AES Red Oak, L.L.C. 4.1(a)* Trust Indenture, dated as of March 1, 2000, by and among AES Red Oak, L.L.C., the Trustee and the Depositary Bank. 4.1(b)* First Supplemental Indenture, dated as of March 1, 2000, by and among AES Red Oak, L.L.C., the Trustee and the Depositary Bank. 4.2* Collateral Agency and Intercreditor Agreement, dated as of March 1, 2000, by and among AES Red Oak, L.L.C., the Trustee, the Collateral Agent, the Debt Service Reserve Letter of Credit Provider, the Power Purchase Agreement Letter of Credit Provider, the Working Capital Provider and the Depositary Bank. 4.3* Debt Service Reserve Letter of Credit and Reimbursement Agreement, dated as of March 1, 2000, by and among AES Red Oak, L.L.C., the Debt Service Reserve Letter of Credit Provider and the Banks named therein. 4.4* Power Purchase Agreement Letter of Credit and Reimbursement Agreement, dated as of March 1, 2000, by and among AES Red Oak, L.L.C., the Power Purchase Agreement Letter of Credit Provider and the Banks named therein. 4.5* Global Bond, dated March 15, 2000, evidencing 8.54% Senior Secured Bonds of AES Red Oak, L.L.C., Series A due 2019 in the principal amount of $224,000,000. 4.6* Global Bond, dated March 15, 2000, evidencing 9.20% Senior Secured Bonds of AES Red Oak, L.L.C., Series B due 2029 in the principal amount of $160,000,000. 4.7* Equity Subscription Agreement, dated as of March 1, 2000, by and among AES Red Oak, L.L.C., AES Red Oak, Inc. and the Collateral Agent. 4.8* Working Capital Agreement, dated as of March 1, 2000, by and among AES Red Oak, L.L.C., Working Capital Provider, and the Banks named therein. 4.9* Security Agreement, dated as of March 1, 2000, by and between AES Red Oak, L.L.C. and the Collateral Agent. 4.10* Pledge and Security Agreement, dated as of March 1, 2000, by and between AES Red Oak, Inc. and the Collateral Agent. 4.11* Pledge and Security Agreement, dated as of March 1, 2000, by and between AES Red Oak, L.L.C. and the Collateral Agent. 4.12* Consent to Assignment, dated as of March 1, 2000, by and between Williams Energy Marketing & Trading Company and the Collateral Agent, and consented to by AES Red Oak, L.L.C. (with respect to the Power Purchase Agreement).
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EXHIBIT NUMBER DESCRIPTION --------------------- ----------- 4.13* Consent to Assignment, dated as of March 1, 2000, by and between The Williams Companies, Inc. and the Collateral Agent, and consented to by AES Red Oak, L.L.C. (with respect to the PPA Guaranty) 4.14* Consent to Assignment, dated as of March 1, 2000, by and between Raytheon Engineers & Constructors, Inc. and the Collateral Agent, and consented to by AES Red Oak, L.L.C. (with respect to the EPC Contract). 4.15* Consent to Assignment, dated as of March 1, 2000, by and between Raytheon Company and the Collateral Agent, and consented to by AES Red Oak, L.L.C. (with respect to the EPC Guaranty). 4.16* Consent to Assignment, dated as of March 1, 2000, by and between Siemens Westinghouse Power Corporation and the Collateral Agent, and consented to by AES Red Oak, L.L.C. (with respect to the Maintenance Services Agreement). 4.17* Consent to Assignment, dated as of March 1, 2000, by and between AES Sayreville, L.L.C. and the Collateral Agent, and consented to by AES Red Oak, L.L.C. (with respect to the Development and Operations Services Agreement). 4.18* Consent to Assignment, dated as of March 1, 2000, by and between Jersey Central Power and Light Company d/b/a/ GPU Energy and the Collateral Agent, and consented to by AES Red Oak, L.L.C. (with respect to the Interconnection Agreement). 4.19* Consent to Assignment, dated as of March 1, 2000, by and between the Borough of Sayreville and the Collateral Agent, and consented to by AES Red Oak, L.L.C. (with respect to the Water Supply Agreement). 5* Opinion of Hunton & Williams regarding Legality. 10.1 Fuel Conversion Services, Capacity and Ancillary Services Purchase Agreement, dated as of September 17, 1999, and Amendment No. 1, dated as of February 21, 2000, by and between AES Red Oak, L.L.C. and Williams Energy Marketing & Trading Company. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment.) 10.2(a) Agreement for Engineering, Procurement and Construction Services, dated as of October 15, 1999, and Amendment No. 1, dated as of February 23, 2000, by and between AES Red Oak, L.L.C. and Raytheon Engineers & Constructors, Inc. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment.) 10.2(b) EPC Contract Prepayment Coordination Agreement, dated as of March 14, 2000, between AES Red Oak, L.L.C. and Raytheon Engineers and Constructors, Inc. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment.) 10.3 Guaranty, dated as of October 15, 1999, by Raytheon Company in favor of AES Red Oak, L.L.C. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment.) 10.4 Maintenance Program Parts, Shop Repairs and Scheduled Outage TFA Services Contract, dated as of December 8, 1999, and Amendment No. 1, dated February 15, 2000, by and between AES Red Oak, L.L.C. and Siemens Westinghouse Power Corporation. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment.) 10.5 Development and Operations Services Agreement, dated as of March 1, 2000, by and between AES Sayreville, L.L.C. and AES Red Oak, L.L.C.
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EXHIBIT NUMBER DESCRIPTION --------------------- ----------- 10.7* Water Supply Agreement, dated as of December 22, 1999, by and between AES Red Oak, L.L.C. and the Borough of Sayreville. 10.8 Generation Facility Transmission Interconnection Agreement, dated as of April 27, 1999, by and between Jersey Central Power & Light Company d/b/a GPU Energy and AES Red Oak, L.L.C. 10.9* Mortgage, Security Agreement and Assignment of Leases and Income, dated as of March 1, 2000, by and between AES Red Oak, L.L.C. and the Mortgagee. 10.10* Assignment of Leases and Income, dated as of March 1, 2000, by and between AES Red Oak, L.L.C. and the Collateral Agent. 10.11* Financial Agreement, dated as of December 3, 1999, by and between AES Red Oak Urban Renewal Corporation and the Borough of Sayreville. 10.12* Promissory Note, dated as of March 15, 2000, of AES Red Oak Urban Renewal Corporation to AES Red Oak, L.L.C. 10.13* Ground Lease Agreement, dated as of March 1, 2000, by and between AES Red Oak, L.L.C. and AES Red Oak Urban Renewal Corporation. 10.14* Sublease Agreement, dated as of March 1, 2000, by and between AES Red Oak Urban Renewal Corporation and AES Red Oak, L.L.C. 10.15* Memorandum of Ground Lease, dated as of March 1, 2000, by and between AES Red Oak, L.L.C. and AES Red Oak Urban Renewal Corporation. 10.16* Memorandum of Sublease, dated as of March 1, 2000, by and between AES Red Oak Urban Renewal Corporation and AES Red Oak, L.L.C. 10.17* Construction Agency Agreement, dated as of March 1, 2000, by and between AES Red Oak Urban Renewal Corporation and AES Red Oak, L.L.C. 10.18* Leasehold Mortgage, Security Agreement and Assignment of Leases and Income, dated as of March 1, 2000, by and between AES Red Oak Urban Renewal Corporation and AES Red Oak, L.L.C. 10.19* Assignment of Mortgage, dated as of March 1, 2000, by AES Red Oak, L.L.C. in favor of the Collateral Agent. 10.20* URC Security Agreement, dated as of March 1, 2000, by and between AES Red Oak Urban Renewal Corporation and AES Red Oak, L.L.C. 10.21* Assignment of Leases and Income, dated as of March 1, 2000, by and between AES Red Oak Urban Renewal Corporation and AES Red Oak, L.L.C. 10.22* Assignment of Assignment of Leases and Income, dated as of March 1, 2000, by AES Red Oak, L.L.C. in favor of the Collateral Agent. 10.23 Guaranty, dated as of March 1, 2000, by The Williams Companies, Inc. in favor of AES Red Oak, L.L.C. (PPA Guaranty). (Portions of this exhibit have been omitted pursuant to a request for confidential treatment.) 23.1* Consent of Stone & Webster. 23.2* Consent of ICF Resources Incorporated.
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EXHIBIT NUMBER DESCRIPTION --------------------- ----------- 23.3* Consent of Hunton & Williams (contained in Exhibit 5). 23.4* Consent of Deloitte & Touche LLP. 24* Power of Attorney (included on the signature page of this registration statement). 25* Statement of Eligibility and Qualification on Form T-1 of The Bank of New York, as Trustee under the Indenture. 27* Financial Data Schedule. 99.1* Form of Letter of Transmittal. 99.2* Form of Letter to Clients. 99.3* Form of Letter to Registered Holders and DTC Participants. 99.4* Form of Notice of Guaranteed Delivery.
------------------------ * Previously filed as an Exhibit to our Company's Registration Statement No. 333-40478 on Form S-4. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Arlington, and Commonwealth of Virginia, on July 31, 2000. AES RED OAK, L.L.C. By: /s/ BARRY SHARP ----------------------------------------- Barry Sharp
POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ JOHN RUGGIRELLO* President and Director ------------------------------- July 31, 2000 John Ruggirello /s/ BARRY SHARP Director and Chief Financial Officer (and ------------------------------- principal accounting officer) July 31, 2000 Barry Sharp Director ------------------------------- July 31, 2000 Roger Naill /s/ BARRY SHARP ------------------------------- *Barry Sharp, Attorney-in-Fact
II-5 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION --------------------- ----------- 3* Amended and Restated Limited Liability Company Agreement, dated as of November 23, 1999 by AES Red Oak, L.L.C. 4.1(a)* Trust Indenture, dated as of March 1, 2000, by and among AES Red Oak, L.L.C., the Trustee and the Depositary Bank. 4.1(b)* First Supplemental Indenture, dated as of March 1, 2000, by and among AES Red Oak, L.L.C., the Trustee and the Depositary Bank. 4.2* Collateral Agency and Intercreditor Agreement, dated as of March 1, 2000, by and among AES Red Oak, L.L.C., the Trustee, the Collateral Agent, the Debt Service Reserve Letter of Credit Provider, the Power Purchase Agreement Letter of Credit Provider, the Working Capital Provider and the Depositary Bank. 4.3* Debt Service Reserve Letter of Credit and Reimbursement Agreement, dated as of March 1, 2000, by and among AES Red Oak, L.L.C., the Debt Service Reserve Letter of Credit Provider and the Banks named therein. 4.4* Power Purchase Agreement Letter of Credit and Reimbursement Agreement, dated as of March 1, 2000, by and among AES Red Oak, L.L.C., the Power Purchase Agreement Letter of Credit Provider and the Banks named therein. 4.5* Global Bond, dated March 15, 2000, evidencing 8.54% Senior Secured Bonds of AES Red Oak, L.L.C., Series A due 2019 in the principal amount of $224,000,000. 4.6* Global Bond, dated March 15, 2000, evidencing 9.20% Senior Secured Bonds of AES Red Oak, L.L.C., Series B due 2029 in the principal amount of $160,000,000. 4.7* Equity Subscription Agreement, dated as of March 1, 2000, by and among AES Red Oak, L.L.C., AES Red Oak, Inc. and the Collateral Agent. 4.8* Working Capital Agreement, dated as of March 1, 2000, by and among AES Red Oak, L.L.C., Working Capital Provider, and the Banks named therein. 4.9* Security Agreement, dated as of March 1, 2000, by and between AES Red Oak, L.L.C. and the Collateral Agent. 4.10* Pledge and Security Agreement, dated as of March 1, 2000, by and between AES Red Oak, Inc. and the Collateral Agent. 4.11* Pledge and Security Agreement, dated as of March 1, 2000, by and between AES Red Oak, L.L.C. and the Collateral Agent. 4.12* Consent to Assignment, dated as of March 1, 2000, by and between Williams Energy Marketing & Trading Company and the Collateral Agent, and consented to by AES Red Oak, L.L.C. (with respect to the Power Purchase Agreement). 4.13* Consent to Assignment, dated as of March 1, 2000, by and between The Williams Companies, Inc. and the Collateral Agent, and consented to by AES Red Oak, L.L.C. (with respect to the PPA Guaranty) 4.14* Consent to Assignment, dated as of March 1, 2000, by and between Raytheon Engineers & Constructors, Inc. and the Collateral Agent, and consented to by AES Red Oak, L.L.C. (with respect to the EPC Contract).
EXHIBIT NUMBER DESCRIPTION --------------------- ----------- 4.15* Consent to Assignment, dated as of March 1, 2000, by and between Raytheon Company and the Collateral Agent, and consented to by AES Red Oak, L.L.C. (with respect to the EPC Guaranty). 4.16* Consent to Assignment, dated as of March 1, 2000, by and between Siemens Westinghouse Power Corporation and the Collateral Agent, and consented to by AES Red Oak, L.L.C. (with respect to the Maintenance Services Agreement). 4.17* Consent to Assignment, dated as of March 1, 2000, by and between AES Sayreville, L.L.C. and the Collateral Agent, and consented to by AES Red Oak, L.L.C. (with respect to the Development and Operations Services Agreement). 4.18* Consent to Assignment, dated as of March 1, 2000, by and between Jersey Central Power and Light Company d/b/a/ GPU Energy and the Collateral Agent, and consented to by AES Red Oak, L.L.C. (with respect to the Interconnection Agreement). 4.19* Consent to Assignment, dated as of March 1, 2000, by and between the Borough of Sayreville and the Collateral Agent, and consented to by AES Red Oak, L.L.C. (with respect to the Water Supply Agreement). 5* Opinion of Hunton & Williams regarding Legality. 10.1 Fuel Conversion Services, Capacity and Ancillary Services Purchase Agreement, dated as of September 17, 1999, and Amendment No. 1, dated as of February 21, 2000, by and between AES Red Oak, L.L.C. and Williams Energy Marketing & Trading Company. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment.) 10.2(a) Agreement for Engineering, Procurement and Construction Services, dated as of October 15, 1999, and Amendment No. 1, dated as of February 23, 2000, by and between AES Red Oak, L.L.C. and Raytheon Engineers & Constructors, Inc. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment.) 10.2(b) EPC Contract Prepayment Coordination Agreement, dated as of March 14, 2000, between AES Red Oak, L.L.C. and Raytheon Engineers and Constructors, Inc. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment.) 10.3 Guaranty, dated as of October 15, 1999, by Raytheon Company in favor of AES Red Oak, L.L.C. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment.) 10.4 Maintenance Program Parts, Shop Repairs and Scheduled Outage TFA Services Contract, dated as of December 8, 1999, and Amendment No. 1, dated February 15, 2000, by and between AES Red Oak, L.L.C. and Siemens Westinghouse Power Corporation. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment.) 10.5 Development and Operations Services Agreement, dated as of March 1, 2000, by and between AES Sayreville, L.L.C. and AES Red Oak, L.L.C. 10.7* Water Supply Agreement, dated as of December 22, 1999, by and between AES Red Oak, L.L.C. and the Borough of Sayreville. 10.8 Generation Facility Transmission Interconnection Agreement, dated as of April 27, 1999, by and between Jersey Central Power & Light Company d/b/a GPU Energy and AES Red Oak, L.L.C. 10.9* Mortgage, Security Agreement and Assignment of Leases and Income, dated as of March 1, 2000, by and between AES Red Oak, L.L.C. and the Mortgagee.
EXHIBIT NUMBER DESCRIPTION --------------------- ----------- 10.10* Assignment of Leases and Income, dated as of March 1, 2000, by and between AES Red Oak, L.L.C. and the Collateral Agent. 10.11* Financial Agreement, dated as of December 3, 1999, by and between AES Red Oak Urban Renewal Corporation and the Borough of Sayreville. 10.12* Promissory Note, dated as of March 15, 2000, of AES Red Oak Urban Renewal Corporation to AES Red Oak, L.L.C. 10.13* Ground Lease Agreement, dated as of March 1, 2000, by and between AES Red Oak, L.L.C. and AES Red Oak Urban Renewal Corporation. 10.14* Sublease Agreement, dated as of March 1, 2000, by and between AES Red Oak Urban Renewal Corporation and AES Red Oak, L.L.C. 10.15* Memorandum of Ground Lease, dated as of March 1, 2000, by and between AES Red Oak, L.L.C. and AES Red Oak Urban Renewal Corporation. 10.16* Memorandum of Sublease, dated as of March 1, 2000, by and between AES Red Oak Urban Renewal Corporation and AES Red Oak, L.L.C. 10.17* Construction Agency Agreement, dated as of March 1, 2000, by and between AES Red Oak Urban Renewal Corporation and AES Red Oak, L.L.C. 10.18* Leasehold Mortgage, Security Agreement and Assignment of Leases and Income, dated as of March 1, 2000, by and between AES Red Oak Urban Renewal Corporation and AES Red Oak, L.L.C. 10.19* Assignment of Mortgage, dated as of March 1, 2000, by AES Red Oak, L.L.C. in favor of the Collateral Agent. 10.20* URC Security Agreement, dated as of March 1, 2000, by and between AES Red Oak Urban Renewal Corporation and AES Red Oak, L.L.C. 10.21* Assignment of Leases and Income, dated as of March 1, 2000, by and between AES Red Oak Urban Renewal Corporation and AES Red Oak, L.L.C. 10.22* Assignment of Assignment of Leases and Income, dated as of March 1, 2000, by AES Red Oak, L.L.C. in favor of the Collateral Agent. 10.23 Guaranty, dated as of March 1, 2000, by The Williams Companies, Inc. in favor of AES Red Oak, L.L.C. (PPA Guaranty). (Portions of this exhibit have been omitted pursuant to a request for confidential treatment.) 23.1* Consent of Stone & Webster. 23.2* Consent of ICF Resources Incorporated. 23.3* Consent of Hunton & Williams (contained in Exhibit 5). 23.4* Consent of Deloitte & Touche LLP. 24* Power of Attorney (included on the signature page of this registration statement). 25* Statement of Eligibility and Qualification on Form T-1 of The Bank of New York, as Trustee under the Indenture. 27* Financial Data Schedule. 99.1* Form of Letter of Transmittal. 99.2* Form of Letter to Clients.
EXHIBIT NUMBER DESCRIPTION --------------------- ----------- 99.3* Form of Letter to Registered Holders and DTC Participants. 99.4* Form of Notice of Guaranteed Delivery.
------------------------ * Previously filed as an Exhibit to our Company's Registration Statement No. 333-40478 on Form S-4.