POS EX 1 0001.txt AMENDMENT NO. 2 TO FORM S-4 As filed with the Securities and Exchange Commission on March 27, 2001, Registration No. 333-43908 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- POST EFFECTIVE AMENDMENT NO. 2 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- The AES Corporation (Exact name of registrant as specified in its charter) DELAWARE 4991 54-1163725 (State or other (Primary Standard (I.R.S. Employer jurisdiction of Industrial Classification Identification No.) incorporation Code Number) or organization) --------------------- 1001 NORTH 19TH STREET ARLINGTON, VIRGINIA 22209 (703) 522-1315 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) --------------------- BARRY J. SHARP SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER THE AES CORPORATION 1001 NORTH 19TH STREET ARLINGTON, VIRGINIA 22209 (703) 522-1315 (Name, address, including zip code, and telephone number, including area code, of agent for service) --------------------- COPIES TO: RONALD C. BARUSCH, ESQ. RICHARD HALL, ESQ. PANKAJ K. SINHA, ESQ. CRAVATH, SWAINE & MOORE SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 825 EIGHTH AVENUE 1440 NEW YORK AVENUE, N.W. NEW YORK, NEW YORK 10019 WASHINGTON, D.C. 20005 (202) 371-7000 --------------------- APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF THE SECURITIES TO THE PUBLIC: As soon as practicable following the effectiveness of this Registration Statement and after all other conditions under the share exchange agreement are satisfied or waived. If the securities being registered on this form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. / / If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act"), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /X/ Registration No. 333-43908 ================================================================================ EXPLANATORY NOTE This Post-Effective Amendment No. 2 (the "Amendment") to the Registration Statement on Form S-4 (File No. 333-43908) of The AES Corporation (the "Registration Statement") is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended, for the sole purpose of filing two additional exhibits to the Registration Statement and, accordingly, shall become effective immediately upon filing with the Securities and Exchange Commission (the "Commission"). After giving effect to this Amendment, the Registration Statement consists of the Registration Statement as filed with the Commission at the time it became effective on September 7, 2000, as supplemented by the Post-Effective Amendment No.1, filed September 14, 2000, as further supplemented by this Amendment. ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES EXHIBIT NUMBER DESCRIPTION ------- ----------- 2.1 Agreement and Plan of Share Exchange dated as of July 15, 2000, between The AES Corporation and IPALCO Enterprises, Inc. (included as Annex A to the proxy statement/prospectus). 2.2 Opinion of UBS Warburg LLC (included as Annex B to the proxy statement/prospectus). 3.1 Sixth Amended and Restated Certificate of Incorporation of The AES Corporation (incorporated by reference to Exhibit 3.1 to The AES Corporation Quarterly Report on Form 10-Q filed May 15, 2000). 3.2 The AES Corporation By-laws, as amended (incorporated by reference to Exhibit 3.2 to The AES Corporation Quarterly Report on Form 10-Q filed August 14, 1998). 5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the legality of the securities. 8.1* Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding tax matters. 8.2* Opinion of Cravath, Swaine & Moore regarding tax matters. 23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (set forth in Exhibit 5.1). 23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (set forth in Exhibit 8.1). 23.3 Consent of Cravath, Swaine & Moore (set forth in Exhibit 8.2). 23.4 Consent of Deloitte & Touche LLP (AES). 23.5 Consent of Deloitte & Touche LLP (IPALCO). 23.6 Consent of UBS Warburg LLC. 24.1 Powers of Attorney. 99.1 Form of IPALCO Enterprises, Inc. Proxy. --------------- * Filed herewith SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 2 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in Arlington, Virginia, on the 27th day of March, 2001. THE AES CORPORATION By: /s/ William R. Luraschi ----------------------------------- William R. Luraschi Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE --------- ----- ---- */s/ Roger W. Sant Chairman of the Board March 27, 2001 ----------------------------- Roger W. Sant */s/ Dennis W. Bakke President, Chief Executive March 27, 2001 ----------------------------- Officer (principal Dennis W. Bakke executive officer and Director */s/ Alice F. Emerson Director March 27, 2001 ----------------------------- Dr. Alice F. Emerson */s/ Robert F. Hemphill, Jr. Director March 27, 2001 ----------------------------- Robert F. Hemphill, Jr. */s/ Frank Jungers Director March 27, 2001 ----------------------------- Frank Jungers */s/ Hazel R. O'Leary Director March 27, 2001 ----------------------------- Hazel R. O'Leary */s/ Thomas I. Unterberg Director March 27, 2001 ----------------------------- Thomas I. Unterberg */s/ Robert H. Waterman, Jr. Director March 27, 2001 ----------------------------- Robert H. Waterman, Jr. */s/ Barry J. Sharp Senior Vice President and March 27, 2001 ----------------------------- Chief Financial Officer Barry J. Sharp (principal financial and accounting officer) *By:/s/ William R. Luraschi ----------------------------- William R. Luraschi Attorney-in-fact EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION ------ ----------- 2.1 Agreement and Plan of Share Exchange dated as of July 15, 2000, between The AES Corporation and IPALCO Enterprises, Inc. (included as Annex A to the proxy statement/prospectus). 2.2 Opinion of UBS Warburg LLC (included as Annex B to the proxy statement/prospectus). 3.1 Sixth Amended and Restated Certificate of Incorporation of The AES Corporation (incorporated by reference to Exhibit 3.1 to The AES Corporation Quarterly Report on Form 10-Q filed May 15, 2000). 3.2 The AES Corporation By-laws, as amended (incorporated by reference to Exhibit 3.2 to The AES Corporation Quarterly Report on Form 10-Q filed August 14, 1998). 5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the legality of the securities. 8.1* Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding tax matters. 8.2* Opinion of Cravath, Swaine & Moore regarding tax matters. 23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (set forth in Exhibit 5.1). 23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (set forth in Exhibit 8.1). 23.3 Consent of Cravath, Swaine & Moore (set forth in Exhibit 8.2). 23.4 Consent of Deloitte & Touche LLP (AES). 23.5 Consent of Deloitte & Touche LLP (IPALCO). 23.6 Consent of UBS Warburg LLC. 24.1 Powers of Attorney. 99.1 Form of IPALCO Enterprises, Inc. Proxy. -------------- * Filed herewith