-----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, Hj5QeWBqcMPKPxRaIrqVe3K7yKJyA6/p/l81k2sirbKLuAc6wv8DuIJmBmGyYTMa 6qg1aptGx/Dk0Clmv3P0AA== 0000912057-00-022352.txt : 20000509 0000912057-00-022352.hdr.sgml : 20000509 ACCESSION NUMBER: 0000912057-00-022352 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20000427 ITEM INFORMATION: FILED AS OF DATE: 20000508 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: SEC FILE NUMBER: 001-12291 FILM NUMBER: 622199 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 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 Date of Report (date of earliest event reported): April 27, 2000 THE AES CORPORATION (exact name of registrant as specified in its charter) DELAWARE 333-15487 54-1163725 (State of Incorporation) (Commission File No.) (IRS Employer ID No.) 1001 North 19th Street, Suite 2000 Arlington, Virginia 22209 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (703) 522-1315 NOT APPLICABLE (Former Name or Former Address, if changed since last report) Item 5. Other Events On April 27, 2000, April 28, 2000, and May 8, 2000, The AES Corporation (the "Registrant") issued the press releases attached as Exhibits 99.1, 99.2, and 99.3 to this report and incorporated herein by reference. SIGNATURES 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 hereunto duly authorized. THE AES CORPORATION DATE: May 8, 2000 by: /s/ William R. Luraschi Vice President and Secretary EX-99.1 2 EXHIBIT 99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE AES REPORTS EARNINGS OF $0.83 PER SHARE (PRE-SPLIT) FOR THE QUARTER, BEFORE EXTRAORDINARY ITEM ARLINGTON, VA, April 27, 2000 -- The AES Corporation (NYSE: AES) announced today that net income before extraordinary item was $181 million for the quarter ended March 31, 2000, representing a dramatic increase over the net loss of $(13) million for the first quarter of 1999. Diluted earnings per share before extraordinary item were $0.83 for the quarter, compared to a loss of $(0.07) for the same quarter in 1999. Revenues for the quarter were $1.5 billion, an increase of 131% from $638 million in the first quarter of 1999. Operating income also increased 91% to $390 million, up from $204 million in the first quarter of 1999. Net income was $174 million for the quarter ended March 31, 2000. The extraordinary charge of $7 million after tax this quarter related to the early extinguishment of certain corporate debt and the corresponding write-off of deferred financing costs. Barry J. Sharp, Chief Financial Officer, commented, "We are extremely pleased with the record results. Most notably, the 91% increase in operating income to $390 million exhibits the real strength of our first quarter. We also continue to see increasing benefits from our worldwide geographic and business segment diversification (generation and distribution businesses). This quarter we have also added to this news release a supplemental schedule of information which we believe our investors will find helpful in their efforts to understand our diverse business segments." Dennis W. Bakke, President and Chief Executive Officer, stated, "AES is off to an excellent start in 2000. Most of our existing businesses performed well and new opportunities abound in many parts of the world. This year we hope to continue to expand the ways in which we serve the world, including our newer initiatives in competitive retail and telecom." During the quarter, AES also announced a 2 for 1 common stock split. The record date is May 1, 2000 and the payment date is June 1, 2000. The financial information presented in this news release does not reflect the impact of the stock split. AES also announced the appointment of three new Group Managers: * Naveed Ismail: Group Manager for Argentina, Uruguay and Peru. * Rich Bulger and David Travesso: Co-Group Managers for the Sao Paulo region of Brazil. Business development successes in the first quarter of 2000 include the following: * In March, a subsidiary of AES acquired for $8 million, GeoUtilities Inc., an internet-based superstore for energy, telecom and other vital services. * In March, a subsidiary of AES completed a financing associated with 823 MW of generating facilities in the Republic of Georgia.The financing included the acquisition of the 600 MW Gardabani thermal plant and the establishment of 25 year concessions for the Khrami I and II hydro stations, which have a combined capacity of 223 MW. * In March, a subsidiary of AES, completed a $440 million non-recourse project financing for AES Red Oak, an 832 MW natural gas-fired combined cycle plant in Sayreville, New Jersey. * In February, AES announced that it had entered into an agreement to acquire a 59% stake in the 1,000 MW hydroelectric facility of Hidroelectrica Alicura S.A. ("Alicura") in Argentina from Southern Energy, Inc. ("SEI"). * In February, AES announced that a subsidiary had reached an agreement with the Bulgarian state-owned electric utility NEK, that will allow AES to build, own, operate and transfer a $750 million lignite-fired power plant. * In January, a subsidiary of AES agreed to acquire 59% of the outstanding preferred (non-voting) shares of Eletropaulo S.A. ("Eletropaulo"). * In January, a subsidiary of AES and Caterpillar Inc. reached a service agreement for multiple energy products that will result in the construction of a 45 MW cogeneration plant in Mossville, Illinois. The company's generating assets include interests in one hundred and twenty-five facilities totaling over 44 gigawatts of capacity. AES' electricity distribution network has over 954,000 km of conductor and associated rights of way and sells over 114,000 gigawatt hours per year to over 15 million end-use customers.In addition, through its various retail electricity supply businesses, the company sells electricity to over 154,000 end-use customers. AES is dedicated to providing electricity worldwide in a socially responsible way. THE AES CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE QUARTERS ENDED MARCH 31, 2000 AND 1999
- -------------------------------------------------------------------------------- QUARTER QUARTER ENDED ENDED PERCENTAGE 03/31/2000 03/31/1999 CHANGE - -------------------------------------------------------------------------------- ($ in millions, except per share amounts) REVENUES: Sales and services $ 1,476 $ 638 131% OPERATING COSTS AND EXPENSES: Cost of sales and services 1,057 418 (153%) Selling, general and administrative expenses 29 16 (81%) ------- ------- TOTAL OPERATING COSTS AND EXPENSES 1,086 434 (150%) ------- ------- OPERATING INCOME 390 204 91% OTHER INCOME AND (EXPENSE): Interest expense (269) (133) (102%) Interest and other income 31 19 63% Equity in earnings of affiliates (before income tax) 118 (91) 230% ------- ------- INCOME BEFORE INCOME TAXES AND MINORITY INTEREST 270 (1) 27,100% Income tax provision 71 (6) (1,283%) Minority interest 18 18 -- ------- -------
INCOME BEFORE EXTRAORDINARY ITEM 181 (13) 1,492% Extraordinary item, net of tax - Early extinguishment of debt (7) -- n/a ------- ------- NET INCOME $ 174 $ (13) 1,438% ======= ======= DILUTED EARNINGS PER SHARE: (1) Before extraordinary item 0.83 (0.07) 1,286% Extraordinary item (0.03) -- n/a ------- ------- Total $ 0.80 $ (0.07) 1,243% ======= =======
(1) Diluted earnings per share are calculated before the effect of the 2 for 1 stock split recently declared by AES. The stock split will occur on June 1, 2000 for shareholders of record on May 1, 2000. EX-99.2 3 EXHIBIT 99.2 EXHIBIT 99.2 FOR IMMEDIATE RELEASE THE AES CORPORATION ANNOUNCES U.S. $863 MILLION OFFERS TO ACQUIRE 51% OF C.A. LA ELECTRICIDAD DE CARACAS ARLINGTON, Virginia - April 28, 2000 - The AES Corporation (NYSE:AES), the world's largest global power company, announced today offers to acquire 51% of the outstanding ordinary shares of C.A. La Electricidad de Caracas (BVC:EDC; OTC:ELDAY), including shares represented by American Depositary Shares (ADSs), at a price of U.S. $23.50 per ADS. This price represents a premium of 77% over the closing price of the ADSs on April 26, 2000. Offers are being made concurrently in Venezuela for 926,462,000 shares and in the United States for 17,719,350 ADSs. The price per share being paid in the Venezuelan offer is U.S. $0.47 per share, which is equivalent to the amount being paid in the U.S. offer, after taking into account the 50 shares represented by each ADS. If more than 17,719,350 ADSs and 926,426,000 shares are tendered, and all other conditions to the offers are met, ADSs and shares will be purchased on a pro rata basis. The offers are scheduled to expire on May 30, 2000. Morgan Stanley Dean Witter is acting as the Financial Advisor and Dealer Manager for the U.S. offer. Dennis W. Bakke, President and Chief Executive Officer of AES, stated, "We are extremely excited about this opportunity to make a difference in the Venezuelan electricity sector. Since 1993, we have been seeking to invest in Venezuela and have participated in all proposed privatizations involving the Venezuelan electricity sector. Increased confidence in the strengthening Venezuelan economy, recent actions with respect to electricity regulations and increased focus on foreign investment make Venezuela an attractive business environment for AES." Paul T. Hanrahan, Senior Vice President and President of AES Americas commented, "EDC has interests in several distribution businesses in Venezuela, Colombia and El Salvador which serve over 2.8 million customers. In addition, EDC operates several generation facilities in Venezuela and Colombia, which provide 3,500 MW of capacity. EDC also holds interests in other businesses involved in telecommunications, oil and gas processing, gas distribution, security services, engineering, property and stock transfer services in Venezuela. We are very pleased to bring this offer to the shareholders of EDC at such an attractive premium to market. We are confident that all shareholders will recognize that this represents a wonderful opportunity for both EDC and AES." The offers are conditioned on the ADSs purchased in the U.S. offer and the shares purchased in the Venezuelan offer, together with the ADSs and shares currently owned by AES, representing at least 51% of the outstanding shares. The offers are also conditioned on, among other things, AES having obtained sufficient funds to purchase the ADSs and shares tendered in the offers and to pay related fees and expenses. Business development successes in the first quarter of 2000 include the following: * In March, a subsidiary of AES acquired for $8 million, GeoUtilities Inc., an internet-based superstore for energy, telecom and other vital services. * In March, a subsidiary of AES completed a financing associated with 823 MW of generating facilities in the Republic of Georgia. The financing included the acquisition of the 600 MW Gardabani thermal plant and the establishment of 25-year concessions for the Khrami I and II hydro stations, which have a combined capacity of 223 MW. * In March, a subsidiary of AES completed a $440 million non-recourse project financing for AES Red Oak, an 832 MW natural gas-fired combined cycle plant in Sayreville, New Jersey. * In February, AES announced that it had entered into an agreement to acquire a 59% stake in the 1,000 MW hydroelectric facility of Hidroelectrica Alicura S.A. (iAlicurai) in Argentina from Southern Energy, Inc. (iSEIi). * In February, AES announced that a subsidiary had reached an agreement with the Bulgarian state-owned electric utility NEK, that will allow AES to build, own, operate and transfer a $750 million lignite-fired power plant. * In January, a subsidiary of AES agreed to acquire 59% of the outstanding preferred (non-voting) shares of Eletropaulo S.A. (iEletropauloi). * In January, a subsidiary of AES and Caterpillar Inc. reached a service agreement for multiple energy products that will result in the construction of a 45 MW cogeneration plant in Mossville, Illinois. The company's generating assets include interests in one hundred and twenty-five facilities totaling over 44 gigawatts of capacity. AES' electricity distribution network has over 954,000 km of conductor and associated rights of way and sells over 114,000 gigawatt hours per year to over 15 million end-use customers. In addition, through its various retail electricity supply businesses, the company sells electricity to over 154,000 end-use customers. EX-99.3 4 EXHIBIT 99.3 EXHIBIT 99.3 FOR IMMEDIATE RELEASE AES ANNOUNCES PLANS FOR OFFERINGS - -------------------------------------------------------------------------------- ARLINGTON, VA, MAY 8, 2000 -- The AES Corporation (NYSE: AES) announced today that it plans to sell approximately $600 million of common stock under its existing universal shelf registration statement and, in a separate offering, approximately $600 million of trust convertible preferred securities in a private placement offering. The trust convertible preferred securities have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. -----END PRIVACY-ENHANCED MESSAGE-----