-----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, J/IzosBdwbiTMjiiNSBFvtNusjVOiAGZ/YNqNu0sFim41sH4KDXIWhsVNIAnCMHq DpYZ8rx9/ed1isik4VotXg== 0001005150-97-000545.txt : 19970716 0001005150-97-000545.hdr.sgml : 19970716 ACCESSION NUMBER: 0001005150-97-000545 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970714 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970715 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: 97640894 BUSINESS ADDRESS: STREET 1: 1001 N 19TH ST CITY: ARLINGTON STATE: VA ZIP: 22209 BUSINESS PHONE: 7035221315 8-K 1 FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 July 14, 1997 Date of Report (Date of earliest event reported) Commission File Number: 0-19281 THE AES CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 54-1163725 (IRS Employer Identification No.) 1001 N. 19th Street Arlington, VA 22209 (Address of principal executive office) Telephone Number (703) 522-1315 (Registrant's telephone number, including area code) Item 5. Other Events. This report is filed solely to file with the Securities and Exchange Commission (i) the press release issued on July 14, 1997, announcing that the Company had priced its private offering of Senior Subordinated Notes due 2007 and increased the size of the offering to $325 million, and (ii) the press release issued on July 15, 1997, announcing the Company's second quarter earnings and also a 2 for 1 stock split. Each press release is incorporated herein by reference to Exhibits 20.7 and 20.8 listed in Item 7 and attached hereto. Item 7. Financial Statements and Exhibits The following is filed as an Exhibit to this Report. Exhibit Number 20.7 Description News Release announcing the Company's pricing of its private offering of Senior Subordinated Notes due 2007 and the increase in the size of the offering to $325 million. The following is filed as an Exhibit to this Report. Exhibit Number 20.8 Description News Release announcing the Company's second quarter earnings and the announcement of a 2 for 1 stock split. SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this 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 Dated: July 15, 1997 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 20.7 News Release Announcing the Company's pricing of its private offering of Senior Subordinated Notes due 2007 and the increase in the size of the offering to $325 million. 20.8 News Release Announcing the Company's second quarter earnings and the announcement of a 2 for 1 stock split. EX-20.7 2 EXHIBIT 20.7 EXHIBIT 20.7 FOR IMMEDIATE RELEASE AES PRICES $325 MILLION PRIVATE PLACEMENT ARLINGTON, VA, July 14, 1997 -- The AES Corporation (NYSE: AES) announced today that it had priced its private offering of Senior Subordinated Notes due 2007 and increased the size of the offering to $325 million. The interest rate on the Notes was set at 8.375% with an original issue price of 99.53%. The offering is expected to close on July 17, 1997 and the proceeds will be used to refinance certain short-term acquisition indebtedness and to redeem AES' outstanding 9 3/4% Senior Subordinated Notes due 2000. The securities offered 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. EX-20.8 3 EXHIBIT 20.8 EXHIBIT 20.8 FOR IMMEDIATE RELEASE 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 the 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 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 entrepreneurship 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 #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, 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 $5 billion of projects in construction or late stages of development. AES is dedicated to providing electricity worldwide in a socially responsible way. * * * * * THE AES CORPORATION - ------------------- CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE PERIODS ENDED JUNE 30, 1997 AND 1996
- ------------------------------------------------------------------------------------------------------------------ Unaudited Three Three Change Months % Months % From Ended of Ended of Previous % 06/30/97 Sales 06/30/96 Sales Year Change - ------------------------------------------------------------------------------------------------------------------ ($ in millions, except per share amounts) REVENUES: Sales and services $ 261 100% $ 174 100% $ 87 50% OPERATING COSTS AND EXPENSES: Cost of sales and services 163 63% 98 56% (65) -66% Selling, general and administrative expenses 6 2% 6 3% -- -- Provision to reduce contract receivable 3 1% -- -- (3) -100% ----- ----- ----- Total operating costs and expenses 172 66% 104 59% (68) -65% ----- ----- ----- OPERATING INCOME 89 34% 70 41% 19 27% OTHER INCOME AND (EXPENSE): Interest expense (48) -18% (32) -19% (16) 50% Interest income 10 4% 5 3% 5 100% Equity in net earnings of affiliates 14 5% 2 1% 12 600% ----- ----- ----- INCOME BEFORE INCOME TAXES AND MINORITY INTEREST 65 25% 45 26% 20 44% Income taxes 19 7% 16 9% (3) -19% Minority interest 4 2% 1 0% (3) -300% ----- ----- ----- NET INCOME $ 42 16% $ 28 16% $ 14 50% ===== ===== ===== NET INCOME PER SHARE: $0.50 $0.37 $0.13 ===== ===== =====
THE AES CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE PERIODS ENDED JUNE 30, 1997 AND 1996
- ---------------------------------------------------------------------------------------------------------------------------------- Unaudited Six Six Change Months % Months % From Ended of Ended of Previous % 06/30/97 Sales 06/30/96 Sales Year Change - ---------------------------------------------------------------------------------------------------------------------------------- ($ in millions, except per share amounts) REVENUES: Sales and services $ 522 100% $ 346 100% $ 176 51% OPERATING COSTS AND EXPENSES: Cost of sales and services 330 63% 196 57% (134) -68% Selling, general and administrative expenses 15 3% 15 4% -- -- Provision to reduce contract receivable 10 2% -- -- (10) -100% ------- -------- -------- Total operating costs and expenses 355 68% 211 61% (144) -68% ------- -------- -------- OPERATING INCOME 167 32% 135 39% 32 24% OTHER INCOME AND (EXPENSE): Interest expense (92) -18% (62) -18% (30) 48% Interest income 18 3% 10 3% 8 80% Equity in net earnings of affiliates 30 6% 7 2% 23 329% ------- -------- -------- INCOME BEFORE INCOME TAXES AND MINORITY INTEREST 123 23% 90 26% 33 37% Income taxes 35 7% 31 9% (4) -13% Minority interest 6 1% 2 0% (4) -200% ------- -------- -------- NET INCOME $ 82 15% $ 57 16% $ 25 44% ======= ======== ======== NET INCOME PER SHARE: $1.00 $0.75 $0.25 ======= ======== ========
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