-----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, C6ab8IWdHxER7ZYsBmQHto/74E/8fgMVWY39GOEFL3/2y5RDjvDpRJBhbzU8b3Jq jBCDIlmGUnQ+a4uGThGFDQ== 0000912057-01-507721.txt : 20010411 0000912057-01-507721.hdr.sgml : 20010411 ACCESSION NUMBER: 0000912057-01-507721 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010327 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010410 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: 1598707 BUSINESS ADDRESS: STREET 1: 1001 N 19TH ST STREET 2: STE 2000 CITY: ARLINGTON STATE: VA ZIP: 22209 BUSINESS PHONE: 7035221315 8-K 1 a2044969z8-k.txt 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): March 27, 2001 ---------------------------------- THE AES CORPORATION --------------------------------------------- (exact name of registrant as specified in its chapter) DELAWARE 019281 54-1163725 (State of other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 1001 NORTH 19TH STREET ARLINGTON, VIRGINIA 22209 (address of principal executive officers) (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 2. ACQUISITION OR DISPOSITION OF ASSETS On March 27, 2001, The AES Corporation ("AES") completed its acquisition of IPALCO Enterprises, Inc. ("IPALCO") through a share exchange transaction in accordance with the Agreement and Plan of Share Exchange dated as of July 15, 2000, between AES and IPALCO (the "Share Exchange Agreement"). Consequently, IPALCO has become a wholly-owned subsidiary of AES. IPALCO is an Indianapolis-based utility with 3,000 MW of generation and 433,000 customers in and around Indianapolis. At the effective time of the share exchange, each of the outstanding 89,685,177 shares of IPALCO common stock was converted into the right to receive 0.463 of a share of AES common stock, based on the average of the closing sale price per share of AES common stock as reported on the New York Stock Exchange Composite Tape on each of the 20 Consecutive Trading days in the period from February 20 through March 19, 2001. The purchase price for the acquisition was approximately $2.1 billion based on the number of shares of AES common stock issued multiplied by the closing price of AES common stock as of March 27, 2001. The consideration for the acquisition consisted of newly issued shares of AES common Stock. Following the share exchange, AES owns all of the outstanding shares of capital stock of IPALCO. The transaction was subject to certain conditions, including receipt of regulatory approvals, including that of the Federal Energy Regulatory Commission and the Securities and Exchange Commission ("SEC"). As part of the SEC approval process, AES expects to restructure its ownership interests in CILCORP within two years in order to continue as an exempt holding company under the Public Utility Holding Company Act of 1935. The foregoing description of the Share Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the Share Exchange Agreement (included in the AES Registration Statement on Form S-4 filed on August 16, 2000 as amended on September 1, 2000, September 14, 2000 and March 27, 2001). 2 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. As provided in Item 7(a)(4) of this Form 8-K, the requisite financial statements shall be filed no later than 60 days after the date this report is required to be filed. The Registrant undertakes to file such required financial statements by means of an amendment to this Current Report on Form 8-K as soon as practicable, but no later than June 9, 2001. (b) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. As provided in Item 7(b)(2) of this Form 8-K, the requisite pro forma financial information shall be filed no later than 60 days after the date this report is required to be filed. The Registrant undertakes to file such required pro forma financial information by means of an amendment to this Current Report on Form 8-K as soon as practicable, but no later than June 9, 2001. (c) EXHIBITS. 2.1 Agreement and Plan of Share Exchange dated as of July 15, 2000, between The AES Corporation and IPALCO Enterprises, Inc. (incorporated by reference to the AES Registration Statement on Form S-4 filed on August 16, 2000 as amended on September 1, 2000 September 14, 2000 and March 27, 2001). 99.1 Press Release issued by The AES Corporation dated March 27, 2001. 3 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 By: /s/ William R. Luraschi -------------------------------- Name: William R. Luraschi Title: Vice President and Secretary Date: April 10, 2001. 4 EXHIBIT INDEX 2.1 Agreement and Plan of Share Exchange dated as of July 15, 2000, between The AES Corporation and IPALCO Enterprises, Inc. (incorporated by reference to the AES Registration Statement on Form S-4 filed on August 16, 2000 as amended on September 1, 2000 September 14, 2000 and March 27, 2001). 99.1 Press Release issued by The AES Corporation dated March 27, 2001. 5 EX-99.1 2 a2044969zex-99_1.txt EXHIBIT 99-1 EXHIBIT 99.1 AES COMPLETES ACQUISITION OF IPALCO FOR IMMEDIATE RELEASE Arlington, VA, March 27, 2001 - The AES Corporation (NYSE:AES) announced today that it has completed its acquisition of IPALCO Enterprises, Inc., the Indianapolis-based utility with 3,000 MW of generation and 433,000 customers in and around Indianapolis. IPALCO has become a wholly-owned subsidiary of AES through an exchange of shares where each outstanding share of IPALCO common stock will be exchanged for 0.463 shares of AES common stock. IPALCO common stock will be suspended from trading after today's market close. Information relating to exchange procedures will be mailed to IPALCO shareholders. Pursuant to an SEC Order, AES will restructure and/or sell its ownership interests in CILCORP within 2 years in order to continue as an exempt holding company under the Public Utility Holding Company Act of 1935. Thomas A. Tribone, Executive Vice President, stated, "We're pleased to welcome the people and shareholders of IPALCO to AES. We look forward to serving in Indianapolis and building on IPALCO's already strong record." Dennis W. Bakke, President and CEO, commented, "We are excited to be adding to our capabilities in the Midwest with this acquisition of IPALCO. As we go forward, Lenny Lee and his team will be leading our effort to integrate IPALCO and the IPALCO people into the AES family." Business development milestones in 2001 include the following: - - In March, a subsidiary of AES acquired from EniChem SpA an oil-fired 140MW cogeneration facility in the town of Ottana, which is in the province of Nuoro, Sardinia, Italy. - - In February, a subsidiary of AES entered an agreement to purchase all of the energy assets of Thermo Ecotek Corporation, a wholly owned subsidiary of Thermo Electron Corporation of Waltham, Massachusetts for $195 million. - - In January, AES announced the start of construction of the $300 million AES Wolf Hollow power plant at a site in Granbury, Texas. - - In January, a subsidiary of AES acquired a majority interest in a 290MW barge-mounted natural-gas-fired electric generating business in Lagos, Nigeria. - - In January, AES Huntington Beach submitted a proposal to the California Energy Commission to restart two retired gas-fired units that will add an additional 450 megawatts of generation in the electricity-strapped state of California. - - In January, AES announced the purchase of an additional 39% ownership interest in Hidroelectrica Alicura, a 1000 MW hydro plant in Argentina, on December 27, 2000. - - In January, AES announced that it had successfully completed its offer to exchange all American Depositary Shares of Gener S.A. for AES common stock. AES is a leading global power company comprised of competitive generation, distribution and retail supply businesses in Argentina, Australia, Bangladesh, Brazil, Canada, Chile, China, Colombia, Dominican Republic, El Salvador, Georgia, Hungary, India, Kazakhstan, the Netherlands, Nigeria, Mexico, Pakistan, Panama, Sri Lanka, the United Kingdom, the United States and Venezuela. The company's generating assets include interests in one hundred and sixty facilities totaling over 54 gigawatts of capacity. AES's electricity distribution network has over 920,000 km of conductor and associated rights of way and sells over 126,000 gigawatt hours per year to over 17 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. This news release may include forward-looking statements. Actual events and results may differ materially from those projected. Factors that could affect actual results are discussed in AES's filings with the Securities and Exchange Commission, and readers are encouraged to read those filings to learn more about the risk factors associated with AES's businesses. * * * * * 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-----