-----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, KFf0LkHlfvUghiZKdVAZ3eYTY3XElBkWyC6JHB9ATTFuhAdo1jqBwpVRfaL7pGE9 RrgI+no0sAuVYtJZqLBZvg== 0000893838-96-000057.txt : 19960705 0000893838-96-000057.hdr.sgml : 19960705 ACCESSION NUMBER: 0000893838-96-000057 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960627 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AES CORPORATION CENTRAL INDEX KEY: 0000874761 STANDARD INDUSTRIAL CLASSIFICATION: 4991 IRS NUMBER: 541163725 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-07041 FILM NUMBER: 96587384 BUSINESS ADDRESS: STREET 1: 1001 N 19TH ST CITY: ARLINGTON STATE: VA ZIP: 22209 BUSINESS PHONE: 7035221315 S-3 1 As filed with the Securities and Exchange Commission on June 27, 1996 Registration Statement No. 333- =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 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 (I.R.S. Employer Identification Number) of incorporation or organization) 1001 North 19th Street Arlington, Virginia 22209 (703) 522-1315 (Address and telephone number of Registrant's principal executive offices) BARRY J. SHARP 1001 North 19th Street Arlington, Virginia 22209 (703) 522-1315 (Name, address, and telephone number of agent for service) Copies to: Philip D. Beaumont Richard D. Truesdell, Jr. Chadbourne & Parke LLP Davis Polk & Wardwell 30 Rockefeller Plaza 450 Lexington Avenue New York, New York 10112 New York, New York 10017 Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. |_| If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), other than securities offered only in connection with dividend or interest reinvestment, please check the following box. |X| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. |X| File No. 333-01286 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. |_| If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. |_| - - ------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE - - ---------------------- --------------------- ---------------------- ---------------------- ====================== Title of each class Amount Proposed maximum Proposed maximum Amount of of securities to be to be aggregate price aggregate registration registered registered per unit (1) offering price (1) fee - - ---------------------- --------------------- ---------------------- ---------------------- - - ---------------------- --------------------- ---------------------- ---------------------- ====================== Debt Securities $25,000,000 100% $25,000,000(2) $8,621(2) - - ---------------------- --------------------- ---------------------- ---------------------- ======================
(1) Estimated solely for the purpose of calculating the registration fee. (2) Calculated pursuant to Rule 457(o) under the Securities Act. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. =============================================================================== Incorporation By Reference of Registration Statement on Form S-3, File No. 333-01286 The AES Corporation (the "Company") hereby incorporates by reference into this Registration Statement on Form S-3 in its entirety the Registration Statement on Form S-3 (File No. 333-01286), as amended by Amendment No.1 thereto, declared effective on June 13, 1996 by the Securities and Exchange Commission (the "Commission"), including each of the documents filed by the Company with the Commission and incorporated or deemed to be incorporated by reference therein. Item 16. Exhibits. Exhibit Number Description of Exhibits 5.1 --Opinion of Chadbourne & Parke LLP, counsel to the Company. 23.1 --Consent of Chadbourne & Parke LLP, counsel to the Company.* 23.2 --Consent of Deloitte & Touche LLP. 23.3 --Consent of Deloitte & Touche Tohmatsu. 24.1 --Powers of Attorney. - - ---------------- * Included in Exhibit 5.1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Arlington, State of Virginia on June 27, 1996. 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 below by the following persons in the capacities indicated on June 27, 1996. SIGNATURE TITLE * Chairman of the Board Roger W. Sant s/Dennis W. Bakke President, Chief Executive Officer and Dennis W. Bakke Director (Principal Executive Officer) Director Vicki-Ann Assevero * Director Dr. Alice F. Emerson * Director Frank Jungers * Director Dr. Henry R. Linden * Director Russell E. Train * Director Thomas I. Unterberg * Director Robert H. Waterman, Jr. s/Barry J. Sharp Vice President and Chief Financial Barry J. Sharp Officer (Principal Financial and Accounting Officer) *By s/Barry J. Sharp Barry J. Sharp Attorney-in-fact Exhibit Index Exhibit Number Description of Exhibits 5.1 --Opinion of Chadbourne & Parke LLP, counsel to the Company. 23.1 --Consent of Chadbourne & Parke LLP, counsel to the Company.* 23.2 --Consent of Deloitte & Touche LLP. 23.3 --Consent of Deloitte & Touche Tohmatsu. 24.1 --Powers of Attorney. - - ---------------- * Included in Exhibit 5.1 EX-5 2 Exhibit 5.1 Chadbourne & Parke LLP 30 Rockefeller Plaza New York, New York 10112 June 27, 1996 The AES Corporation 1001 N. 19th Street Arlington, Virginia 22209 Dear Sirs: We have acted as counsel for The AES Corporation, a Delaware corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission of a Registration Statement on Form S-3 (the "Additional Registration Statement"), under the Securities Act of 1933, as amended (the "Act") relating to the registration by the Company of an additional $25,000,000 in aggregate principal amount of debt securities (the "Debt Securities"). The Debt Securities are to be issued pursuant to an Indenture (the "Indenture") between the Company and The First National Bank of Chicago, as trustee, and are to be sold, together with the debt securities of the same class registered pursuant to the Company's Registration Statement on Form S-3 (No. 333-01286)(the "Base Registration Statement"), which was declared effective by the Securities and Exchange Commission on June 13, 1996, pursuant to an Underwriting Agreement (the "Underwriting Agreement") between the Company and J.P. Morgan Securities Inc. and Goldman, Sachs & Co., as representatives of the several Underwriters named in Schedule I thereto (the "Underwriters") forms of which were filed as Exhibit 4.1 and 1.1, respectively, to the Company's Base Registration Statement. As such counsel, we have examined originals or copies certified or otherwise identified to our satisfaction of the Restated Certificate of Incorporation and By-Laws of the Company, as amended to the date hereof, as well as resolutions adopted by the Company's Board of Directors in connection with the authorization, registration, issuance and sale of the Debt Securities. We have also examined originals, or copies certified to our satisfaction, of such corporate records of the Company and other instruments, certificates of appropriate public officials and certificates of officers and representatives of the Company, and other documents as we have deemed necessary as a basis for the opinions hereinafter expressed. In such examination, we have assumed the authenticity of all documents submitted to us as originals, the conformity with the originals of all documents submitted to us as copies, the genuineness of all signatures and the legal capacity of natural persons. On the basis of the foregoing, we are of the opinion that, when the Abbreviated Registration Statement with respect to the Debt Securities is filed and becomes effective under Rule 462(b) of the Act, the Indenture has been qualified under the Trust Indenture Act of 1939, as amended, the Indenture has been executed by the parties thereto and delivered, and the Debt Securities have been duly executed, authenticated and delivered against payment therefor in accordance with the provisions of the Underwriting Agreement, the Debt Securities will be legally and validly issued and will constitute the valid and binding obligations of the Company. We are members of the bar of the State of New York and with your approval do not herein express any opinion as to any matters governed by any law other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal laws of the United States. We hereby consent to the filing of this opinion as an exhibit to the Additional Registration Statement and to the reference made to this firm under the caption "Legal Matters" in the prospectus constituting part of the Base Registration Statement which has been incorporated by reference into the Additional Registration Statement. Very truly yours, Chadbourne & Parke LLP EX-23 3 Exhibit 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of The AES Corporation on Form S-3 of our report dated February 20, 1996, except for Note 14, as to which the date is May 30, 1996, appearing in the Prospectus dated June 13, 1996, included in the Company's Amendment No. 1 to Registration Statement No. 333-01286, and to the reference to us under the heading "Experts" in the Prospectus, which is part of such Registration Statement. Washington, D.C. June 26, 1996 EX-23 4 Exhibit 23.3 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of The AES Corporation on Form S-3 of our report (based on our audit which was performed in accordance with auditing standards generally accepted in Brazil) on the financial statements of LIGHT - Servicos de Eletricidade S.A. as of December 31, 1995 and 1994 and for the years then ended, prepared in conformity with accounting principles generally accepted in Brazil, dated January 24, 1996, except for note 27, for which the date is May 1996 (which expresses an unqualified opinion and includes a reference to other auditors who audited the financial statements of Eletropaulo Eletricidade de Sao Paulo S.A. as of and for the years ended December 31, 1995 and 1994, whose report thereon has been furnished to us, and our opinion on LIGHT - Servicos de Eletricidade S.A., insofar as it relates to the amounts included for such company, is based solely on the report of such other auditors) appearing in the Current Report on Form 8-K of The AES Corporation filed June 12, 1996, which is incorporated by reference in the Prospectus dated June 13, 1996, included in The AES Corporation's Amendment No. 1 to Registration Statement No. 333-01286, and to the reference to us under the heading "Experts" in the Prospectus, which is part of such Registration Statement. DELOITTE TOUCHE TOHMATSU Rio de Janeiro, Brazil June 26, 1996 EX-24 5 Exhibit 24.1 POWER OF ATTORNEY The undersigned (other than Dennis W. Bakke and Barry J. Sharp), acting in the capacity or capacities stated opposite their respective names below, hereby 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 sign for and in the name of the undersigned in the capacities indicated below, the Registration Statement on Form S-3 relating to the Debt Securities of this Company to be filed and to become effective in accordance with Rule 462(b) under the Securities Act of 1933, as amended, and any and all amendments and supplements thereto. Each of DENNIS W. BAKKE and BARRY J. SHARP, each acting in the capacity stated opposite his name below, hereby constitutes and appoints WILLIAM R. LURASCHI as his attorney-in-fact with full power to him to sign for and in his name in the capacity indicated below the Registration Statement on Form S-3 and any and all amendments and supplements thereto. SIGNATURE TITLE DATE s/Roger W. Sant Chairman of the Board June 26, 1996 Roger W. Sant and Director President and Chief Executive Officer June , 1996 Dennis W. Bakke and Director s/Alice Emerson Director June 26, 1996 Dr. Alice Emerson Director June , 1996 Vicki-Ann Assevero s/Frank Jungers Director June 27, 1996 Frank Jungers s/Henry R. Linden Director June 26, 1996 Dr. Henry R. Linden s/Russell E. Train Director June 26, 1996 Russell E. Train s/Thomas I Unterberg Director June 26, 1996 Thomas I. Unterberg s/Robert H. Waterman, Jr. Director June 27, 1996 Robert H. Waterman, Jr. Vice President and Chief Financial June , 1996 Barry J. Sharp Officer (Principal Financial Officer) -----END PRIVACY-ENHANCED MESSAGE-----