-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FoS/5okAhOhKPwLcC8S3feNqV1YFtKIWqOohbebg7nHzvRCAL+fiUTUHcgMp5KYY Dj+5qLwPGPPXgrwjQ0yqzg== 0000874761-96-000015.txt : 19961115 0000874761-96-000015.hdr.sgml : 19961115 ACCESSION NUMBER: 0000874761-96-000015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961113 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961113 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AES CORPORATION CENTRAL INDEX KEY: 0000874761 STANDARD INDUSTRIAL CLASSIFICATION: COGENERATION SERVICES & SMALL POWER PRODUCERS [4991] IRS NUMBER: 541163725 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12291 FILM NUMBER: 96661764 BUSINESS ADDRESS: STREET 1: 1001 N 19TH ST CITY: ARLINGTON STATE: VA ZIP: 22209 BUSINESS PHONE: 7035221315 8-K 1 8-K FOR THE AES CORPORATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 13, 1996 Date of Report (Date of earliest event reported) Commission File Number: 0-19281 THE AES CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 54-1163725 (IRS Employer Identification No.) 1001 North 19th Street Arlington, Virginia 22209 (Address of principal executive office) Telephone Number (703) 522-1315 (Registrant's telephone number, including area code) Item 5. Other Events. On November 12, 1996, The AES Corporation (the "Company") announced that it signed a definitive agreement with AES China Generating Co. Ltd. ("Chigen") whereby the Company will acquire Chigen's approximately 8.2 million outstanding Class A shares of Common Stock, subject to the approval of the Chigen public shareholders. Incorporated herein by reference in Exhibit 20.4 attached hereto are details of the amalgamation. Item 7. Financial Statements and Exhibits. The following is filed as an Exhibit to this Report. Exhibit Number 20.4 Description News Release Announcing the Agreement Between the Company and Chigen Whereby the Company will Acquire the Chigen's Publicly Held Shares in Exchange for AES Shares. 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. The AES Corporation (Registrant) BY: WILLIAM R. LURASCHI -------------------------- WILLIAM R. LURASCHI GENERAL COUNSEL AND SECRETARY Dated: November 13, 1996 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 20.4 News Release Announcing the Agreement Between the Company and Chigen Whereby the Company will Acquire the Chigen's Publicly Held Shares in Exchange for AES Shares. EX-20.4 2 NEWS RELEASE EXHIBIT 20.4 FOR IMMEDIATE RELEASE AES REACHES AGREEMENT TO ACQUIRE PUBLICLY-HELD AES CHIGEN SHARES IN EXCHANGE FOR AES SHARES ARLINGTON, VA and BEIJING, CHINA, November 12, 1996 - The AES Corporation [NYSE: AES] and AES China Generating Co., Ltd. [NASDAQ: CHGNF] ("AES Chigen") jointly announced today that they have signed a definitive agreement for AES to acquire the approximately 8.2 million outstanding Class A shares of AES Chigen. The acquisition would be accomplished by amalgamating AES Chigen with a wholly-owned AES subsidiary. AES Chigen shareholders would receive shares of AES Common Stock at an exchange rate of 0.29 shares of AES Common Stock for each share of AES Chigen Common Stock within an AES share price range of $45 to $50. If AES Common Stock trades above $50 per share, the exchange ratio will be adjusted such that each AES Chigen shareholder will receive AES shares valued at $14.50 per Chigen share. If AES Common Stock trades below $45 per share, the exchange ratio will be adjusted such that each AES Chigen shareholder will receive AES shares valued at $13.05 per Chigen share. For purposes of determining the ratio, the price of AES Common Stock shall be calculated as an average closing price over 15 trading days leading up to the merger. If the exchange ratio is adjusted to be greater than 0.31, AES is not required to consummate the transaction. If the exchange ratio is adjusted to be less than 0.28, AES Chigen is not required to consummate the transaction. The value of the transaction is estimated to be between $107 to $120 million. Dennis W. Bakke, President and CEO of AES, stated, "We continue to have a positive outlook on the China power market. A full integration of both companies will enhance our collective ability to help meet China's expanding needs for electric power." Paul T. Hanrahan, President and CEO of AES Chigen, said "The transaction gives us the opportunity to reaffirm both AES Chigen's and AES's strong commitment to the electric power industry in China. This stock-for-stock acquisition will allow current AES Chigen shareholders to continue to participate in its business through their equity in AES." A special committee consisting of the Class A directors of AES Chigen has recommended approval of the transaction, and it has been approved by the Board of Directors of both companies. The amalgamation remains subject to various conditions, including the approval of the Class A shareholders of AES Chigen. AES expects to file a registration statement with the Securities and Exchange Commission shortly covering the AES Common stock to be exchanged for AES Chigen Class A shares in the merger. AES Chigen, an affiliate of AES, develops, owns, and operates power generation facilities in the People's Republic of China. It currently has investments in 8 projects in operation or under construction in China, representing a name plate capacity of approximately 818 megawatts. AES is a leading global power company that generates, sells or markets electricity in over 35 countries. AES currently has over $3.4 billion in assets and, for the year ended December 31, 1995, earned net income of $107 million on revenues of $685 million. * * * * * For more general information visit our web site at www.aesc.com or contact investor relations at investing@aesc.com. The list aes-pr-announce is an automated mailing list and can be found on the investing page of our web site. 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