-----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, KnPWadsdeBeORp/5fVHYmkYRGKYNtz7vuO3B/MLTzN1GUSK76gj853yBy6vk/Qo4 ZeesG7aN0W0Xj6bimp6Z1w== 0000893838-97-000134.txt : 19970819 0000893838-97-000134.hdr.sgml : 19970819 ACCESSION NUMBER: 0000893838-97-000134 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970728 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970818 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: 97665764 BUSINESS ADDRESS: STREET 1: 1001 N 19TH ST STREET 2: STE 2000 CITY: ARLINGTON STATE: VA ZIP: 22209 BUSINESS PHONE: 7035221315 8-K 1 FORM 8-K 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 August 18, 1997 (July 28, 1997) ----------------------------------------------------------------------- Date of Report (Date of earliest event reported) THE AES CORPORATION ----------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-19281 54-1163725 ----------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1001 North 19th Street Arlington, Virginia 22209 ----------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (703) 522-1315 -------------- INFORMATION TO BE INCLUDED IN THE REPORT Item 5. Other Events. - ------ ------------ Stock Split On July 15, 1997, The AES Corporation (the "Company") announced a two-for-one split of its common stock, par value $.01 per share (the "Common Stock"), in the form of a stock dividend (the "Stock Dividend"). The Stock Dividend will entitle each stockholder of record of the Common Stock on July 28, 1997 to receive one share of Common Stock for every share of the Common Stock held on the record date. The Stock Dividend will be payable on August 28, 1997. A copy of the press release announcing the Stock Dividend is attached hereto as Exhibit 20. Additional Shares Registered as a Result of Stock Dividend Pursuant to Rule 416(b) under the Securities Act of 1933 (the "Securities Act"), the number of shares of the Common Stock registered for sale under the Securities Act by the following Registration Statement on Form S-3 will be deemed to be increased by the Stock Dividend to cover the additional shares resulting from the application of the Stock Dividend to the registered shares of the Common Stock remaining unsold under the following Registration Statement as of the August 28, 1997 payable date for the Stock Dividend: Pre-Dividend Shares Post-Dividend Registration Statement Registered Shares Registered The AES Corporation, Amendment No. 1 to Registration Statement on Form S-3 (Reg. No. 33-95046) 716,788 1,433,576 2 The foregoing Registration Statement, which incorporates by reference this Report on Form 8-K, is hereby amended pursuant to Rule 416(b) under the Securities Act to increase the amount of shares of the Common Stock registered thereunder to reflect the Stock Dividend. Amendment to Warrant Agreement The Company hereby files Amendment No. 1 ("Amendment No. 1") dated as of August 13, 1997, to the Warrant Agreement, dated as of July 31, 1995 (the "Warrant Agreement") between the Company and First Chicago Trust Company of New York, as Warrant Agent. Amendment No. 1 amends the Warrant Agreement by correcting a defect in Section 10.1 thereof whereby part of the provision for mechanical adjustment to the terms of the Warrants upon the occurrence of certain events specified therein was inadvertently omitted from the Warrant Agreement. A copy of Amendment No. 1 is attached hereto as Exhibit 4.1. Item 7. Financial Statements and Exhibits. - ------ --------------------------------- (c) Exhibits. --------- The following exhibits are filed herewith: 4.1 Amendment No. 1, dated as of August 13, 1997 to Warrant Agreement, dated as of July 31, 1995 between The AES Corporation and First Chicago Trust Company of New York, as Warrant Agent. 20 Press release of The AES Corporation dated July 15, 1997 with respect to a two-for-one split of its outstanding common stock. 3 SIGNATURE --------- Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned thereunto duly authorized. THE AES CORPORATION --------------------------- (Registrant) By: /s/ William R. Luraschi --------------------------- William R. Luraschi General Counsel and Secretary Date: August 18, 1997 4 EXHIBIT INDEX Sequentially Exhibit Numbered Page 4.1 Amendment No. 1, dated as of 6 August 13, 1997 to Warrant Agreement, dated as of July 31, 1995 between The AES Corporation and First Chicago Trust Company of New York, as Warrant Agent. 20 Press release of The AES 8 Corporation dated July 15, 1997 with respect to a two-for-one split of its outstanding common stock. 5 EX-4 2 EXHIBIT 4.1 Exhibit 4.1 AMENDMENT NO. 1, dated as of August 13, 1997, ("Amendment No. 1") to the WARRANT AGREEMENT dated as of July 31, 1995 (the "Warrant Agreement") between THE AES CORPORATION, a Delaware corporation (the "Company"), and FIRST CHICAGO TRUST COMPANY OF NEW YORK, as warrant agent (the "Warrant Agent"). WHEREAS, the Warrant Agreement sets forth, among other things, the terms and conditions upon which the Warrants were issued to the Holders; WHEREAS, the Company and the Warrant Agent desire to amend the Warrant Agreement to cure a defect therein; NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration the sufficiency of which are hereby acknowledged, the Company and the Warrant Agent hereby agree as follows: Section 1. Amendment. The Warrant Agreement is hereby amended as follows: (a) Section 2.1 is hereby amended by deleting the word "is" in the sixth line thereof and replacing it with the phrase "and the number of Warrant Shares issuable upon the exercise of each Warrant are". (b) Section 10.1 is hereby amended by adding, after Section 10.1(j), the following new paragraph: "(k) Upon each adjustment of the Warrant Price pursuant to this Section 10.1, the number of Warrant Shares issuable upon the exercise of each Warrant shall be the number derived by multiplying the number of Warrant Shares issuable immediately prior to such adjustment by the Warrant Price in effect prior to such adjustment and dividing the product so obtained by the applicable adjusted Warrant Price." (c) Section 10.3 is hereby amended by deleting the word "is" in the second line thereof and replacing it with the phrase "and the number of Warrant Shares issuable upon the exercise of each Warrant are". Section 2. Effect. On and after the effective date of this Amendment No. 1, each reference in the Warrant Agreement to "this Agreement", "hereunder", "hereof", or words of like import, shall mean and be a reference to the Warrant Agreement, as amended or otherwise modified by this Amendment No. 1 (as in effect on the effective date of this Amendment No. 1). The Warrant Agreement (as amended or otherwise modified by this Amendment No. 1) shall continue to be in full force and effect. 6 Section 3. Successors. All the covenants and provisions of this Amendment No. 1 by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns hereunder. Section 4. Applicable Law. This Amendment No. 1 and each Warrant issued hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, applicable to contracts made and to be performed within such State, without giving effect to principles of conflicts of laws. The parties consent to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware, in all cases arising out of this Amendment No. 1 or the subject matter thereof, and to the service of process of such courts. Section 5. Benefits of this Amendment No. 1. Nothing in this Amendment No. 1 shall be construed to give to any person or corporation other than the Company, the Warrant Agent, and the Holders any legal or equitable right, remedy or claim under this Amendment No. 1; this Amendment No. 1 shall be for the sole and exclusive benefit of the Company, the Warrant Agent and the Holders of the Warrants. Section 6. Counterparts. This Amendment No. 1 may be executed in counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Section 7. Captions. The captions of the Sections and subsections of this Amendment No. 1 have been inserted for convenience only and shall have no substantive effect. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed, all as of the day and year first above written. THE AES CORPORATION By: /s/ William R. Luraschi Name: William R. Luraschi Title: General Counsel and Secretary FIRST CHICAGO TRUST COMPANY OF NEW YORK By: /s/ James R. Kuzmich Name: James R. Kuzmich Title: Assistant Vice President 7 EX-20 3 EXHIBIT 20 Exhibit 20 AES The Global Power Company NEWS RELEASE Contact: Kenneth R. Woodcock FOR IMMEDIATE RELEASE (703) 522-1315 AES REPORTS SECOND QUARTER EARNINGS PER SHARE INCREASE OF 35%, TO $0.50 PER SHARE AES Also Announces 2 for 1 Stock Split - --------------------------------------------------------------------------- ARLINGTON, VA, July 15, 1997 - The AES Corporation (NYSE: AES) announced today that net income was $42 million for the quarter ended June 30, 1997, an increase of 50% compared to net income of $28 million for second quarter of 1996. Earnings per share were $0.50 for the quarter, up 35% compared to $0.37 for the same quarter in 1996. Revenues for the quarter were $261 million, up 50% compared to $174 million reported in the same period last year. For the first half of 1997, net income was $82 million, a 44% increase compared to the first half of 1996. Earnings per share for the first half of 1997 were $1.00, compared to $0.75 for the same period in 1996. Revenues for the first half of 1997 were $522 million, up 51% from the $346 million reported a year earlier. AES also announced today a 2 for 1 stock split. Each shareholder of record on July 28, 1997 will receive as a dividend one additional share of AES Common Stock for each share held on that date, payable on August 28, 1997. Dennis W. Bakke, President and Chief Executive Officer, commented, "This was an exciting quarter for AES on many fronts. Our existing plants and businesses around the world performed well. We also expanded our business in many important markets, including: - completing the amalgamation of AES Chigen into AES, - finalizing the acquisition of the non-US businesses of Destec, - acquiring with partners the integrated utility, Cemig, in Brazil and two distribution companies, Eden and Edes, in Argentina, - winning the right to develop the 600 MW gas-fired combined cycle Uruguaiana project in Brazil, and - funding the 2,100 MW Yangcheng coal-fired plant in China. The businesses we acquired from Destec in Canada, The Netherlands and the Dominican Republic, as well as some of the development-stage projects, provide us with opportunities to expand our relationships and markets in those countries." Roger W. Sant, Chairman, stated, "AES people around the world continue to pursue new opportunities where we can make a difference in the electric sector with both acquisitions and greenfield plants. We are finding extremely talented people in the businesses that we acquire 8 and they play an important part in the overall growth of our company. Operating people from existing AES plants also play an important role in contributing to AES business development teams. The entreprenuership that has been shown by our people has been extraordinary." Highlights of AES's business development successes in 1997 include the following: o In June, AES completed its acquisition of the international businesses of Destec Energy, Inc., consisting of five plants in operation and construction representing approximately 950 MW (based on AES's net equity ownership), and numerous projects in various stages of development. o In June, AES announced the initial funding of the 2,100 MW coal-fired Yangcheng plant in China. o In May, AES and partners won a bid for 14.41% of Cemig, an integrated electric utility serving the State of Minas Gerais in Brazil. o In May, AES completed the amalgamation with AES China Generating Co. with AES. o In May, AES, along with its partner CEA, acquired two electricity distribution companies, Eden and Edes, serving the Province of Buenos Aires, Argentina. o In April, AES won the right to build, own and operate a 600 MW gas-fired, combined cycle plant in Uruguaiana, Brazil. o In March, AES completed a combined public offering of common stock and term convertible securities ("TECONS"), yielding net proceeds to the Company of approximately $390 million. o In February, a subsidiary of AES raised (pound)112.5 million of non-recourse project financing for its 230 MW (net) gas-fired combined cycle plant in Barry, South Wales, United Kingdom. o In February, AES announced plans to build a 720 MW (net) gas-fired combined cycle plant in Pennsylvania to supply electricity to a subsidiary of GPU, Inc., pursuant to three restructured power purchase agreements. o In January, AES acquired an additional 2.4% interest in Light Servicos de Eletricidade S.A., a 3,800 MW integrated Brazilian utility, bringing AES's total interest to 13.75%. o In January, AES won a bid to build, own and operate a 484 MW (net) gas-fired combined cycle power plant in Merida, Mexico. AES is a leading global power company that currently owns or has an interest in seventy-five power facilities totaling over 20,000 megawatts in the United States, Argentina, Brazil, 9 Pakistan, Hungary, Kazakstan, China, Australia, Canada, The Netherlands, The Dominican Republic and The United Kingdom. In addition to having assets of approximately $5.8 billion, the Company has more than $5 billion of projects in construction or late stages of development. AES is dedicated to providing electricity worldwide in a socially responsible way. * * * * * 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. Those who subscribe to this list will receive updates when AES issues a press release. -----END PRIVACY-ENHANCED MESSAGE-----