-----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, QHdCIF75iwkP8n+jeHbw5+92sQgFT/L2jDBQTrtTy7BFdtnk1bGDrmEMeXLGQhWH d7rZ7T7R+gcL7yMC89nBpQ== 0001005150-97-000552.txt : 19970718 0001005150-97-000552.hdr.sgml : 19970718 ACCESSION NUMBER: 0001005150-97-000552 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 5 333-15487 FILED AS OF DATE: 19970716 EFFECTIVENESS DATE: 19970716 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: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-31443 FILM NUMBER: 97641687 BUSINESS ADDRESS: STREET 1: 1001 N 19TH ST CITY: ARLINGTON STATE: VA ZIP: 22209 BUSINESS PHONE: 7035221315 S-3MEF 1 FORM S-3 MEF AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 16, 1997 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ THE AES CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 54-1163725 (State or other jurisdiction (I.R.S. Employer of incorporation or Identification No.) organization) THE AES CORPORATION 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 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: RICHARD D. TRUESDELL, JR., ESQ. DAVIS POLK & WARDWELL 450 LEXINGTON AVENUE NEW YORK, NEW YORK 10017 (212) 450-4000 ------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, 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, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [x] 333-15487 If this Form is a post-effective amendment filed pursuant to Rule 462(c) 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. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]
================================================================================= PROPOSED MAXIMUM AGGREGATE TITLE OF EACH CLASS OFFERING AMOUNT OF OF SECURITIES TO BE REGISTERED PRICE REGISTRATION FEE - --------------------------------------------------------------------------------- Common Stock, par value $.01 per share.......... $ 62,111,375 $18,821.63 =================================================================================
------------------------ This Registration Statement shall become effective upon filing with the Commission in accordance with Rule 462(b) under the Securities Act of 1933. ================================================================================ INCORPORATION BY REFERENCE This Registration Statement on Form S-3 is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-3 (Commission File No. 333-15487) filed by The AES Corporation (the "Company") with the Securities and Exchange Commission, as declared effective on December 4, 1996, are incorporated herein by reference. EXHIBITS The following exhibits are filed as part of this Registration Statement: EXHIBIT NUMBER DESCRIPTION - -------- ------------------------------------------------------------------ 5.1 -- Opinion of Davis Polk & Wardwell as to the legality of the securities. 23.1 -- Consent of Deloitte & Touche LLP. 23.2 -- Consent of Deloitte & Touche Tohmatsu. 23.3 -- Consent of Price Waterhouse. 23.4 -- Consent of Davis Polk (included in Exhibit 5.1). 24.1* -- Powers of Attorney. - --------------- * Incorporated by reference to the Company's Registration Statement on Form S-3, as amended (File No. 333-15487). SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Arlington, Commonwealth of Virginia on July 16, 1997. THE AES CORPORATION By: /s/ Dennis W. Bakke ------------------------------- Dennis W. Bakke President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on July 16, 1997. Signature Title Date --------- ----- ---- * Chairman of the Board July 16, 1997 - -------------------------- Roger W. Sant * President, Chief Executive Officer July 16, 1997 - -------------------------- and Director (Principal Executive Dennis W. Bakke Officer) * Director July 16, 1997 - -------------------------- Vicki-Ann Assevero * Director July 16, 1997 - -------------------------- Dr. Alice F. Emerson * Director July 16, 1997 - -------------------------- Robert F. Hemphill, Jr. * Director July 16, 1997 - -------------------------- Frank Jungers * Director July 16, 1997 - -------------------------- Dr. Henry R. Linden * Director July 16, 1997 - -------------------------- Russell E. Train * Director July 16, 1997 - -------------------------- Thomas I. Unterberg * Director July 16, 1997 - -------------------------- Robert H. Waterman, Jr. /s/ Barry J. Sharp Vice President and Chief Financial July 16, 1997 - -------------------------- Officer (Principal Financial and Barry J. Sharp Accounting Officer) By: /s/ Barry J. Sharp -------------------------- Barry J. Sharp Attorney-in-Fact INDEX TO EXHIBITS
SEQUENTIALLY EXHIBIT NUMBERED NUMBER DESCRIPTION PAGE - ------ ----------- ------------ 5.1 -- Opinion of Davis Polk & Wardwell as to the legality of the securities. 23.1 -- Consent of Deloitte & Touche LLP. 23.2 -- Consent of Deloitte & Touche Tohmatsu. 23.3 -- Consent of Price Waterhouse. 23.4 -- Consent of Davis Polk (included in Exhibit 5.1). 24.1* -- Powers of Attorney. - --------------- * Incorporated by reference to the Company's Registration Statement on Form S-3, as amended (File No. 333-15487).
EX-5.1 2 EXHIBIT 5.1 EXHIBIT 5.1 [Davis Polk & Wardwell Letterhead] July 16, 1997 The AES Corporation 1001 North 19th Street Arlington, Virginia 22209 Ladies and Gentlemen: We have acted as counsel in connection with the Company's Registration Statement on Form S-3 (the "Registration Statement") filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, for the registration of the sale by the AES Corporation (the "Company") of shares of common stock, par value $0.01 per share, (the "Common Stock") of the Company (the "Shares"). The Shares will be issued and sold pursuant to an Underwriting Agreement (the "Underwriting Agreement") to be entered into between the Company and Salomon Brothers Inc. The Shares will be offered for sale to the public by such Underwriters together with shares of the same class registered pursuant to the Company's Registration Statement on Form S-3, as amended (File No. 333-15487), which was declared effective on December 4, 1996 (the "Initial Registration Statement"). We have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion. On the basis of the foregoing, we are of the opinion that when such shares of Common Stock are issued and delivered in accordance with the applicable underwriting or other agreement, such shares of Common Stock will be validly issued, fully paid and non-assessable. The AES Corporation -2- July 16, 1997 We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York, the federal laws of the United States of America and the General Corporation Law of the State of Delaware. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In addition, we consent to the reference to us under the caption "Legal Matters" in the prospectus and prospectus supplement. This opinion is rendered solely to you in connection with the above matter. This opinion may not be relied upon by you for any other purpose or relied upon by or furnished to any other person without our prior written consent. Very truly yours, /s/ Davis Polk & Wardwell EX-23.1 3 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of The AES Corporation on Form S-3 of our report dated January 30, 1997, except for the penultimate paragraph of Note 6, as to which the date is March 13, 1997, and Note 13, as to which the date is June 30, 1997, appearing in the Current Report on Form 8-K of The AES Corporation dated July 3, 1997. We also consent to the reference to us under the heading "Experts" in the Prospectus and Prospectus Supplement, which are part of such Registration Statement. DELOITTE & TOUCHE LLP Washington, D.C. July 16, 1997 EX-23.2 4 EXHIBIT 23.2 EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this the Registration Statement of The AES Corporation on Form S-3 of our report (based on our audit which was performed in accordance with auditing standards generally accepted in Brazil) on the financial statements of LIGHT - Servicos de Eletricidade S.A. as of December 31, 1995 and 1994 and for the years then ended, prepared in conformity with accounting principles generally accepted in Brazil, dated January 24, 1996, except for Note 27, for which the date is May 1996 (which expresses an unqualified opinion and includes a reference to other auditors who audited the financial statements of Eletropaulo Eletricidade de Sao Paulo S.A. as of and for the years ended December 31, 1995 and 1994, whose report thereon has been furnished to us, and our opinion on LIGHT - Servicos de Eletricidade S.A., insofar as it relates to the amounts included for such company, is based solely on the report of such other auditors) appearing in the Current Report on Form 8-K of The AES Corporation dated May 30, 1996, and to the reference to us under the heading "Experts" in the Prospectus, which is part of such Registration Statement. DELOITTE TOUCHE TOHMATSU Auditores Independentes Rio de Janeiro, Brazil July 16, 1997 EX-23.3 5 EXHIBIT 23.3 EXHIBIT 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectuses constituting part of the Registration Statement on Form S-3 of The AES Corporation of our report dated February 28, 1997 relating to the financial statements of Companhia Energetica de Mirna Garcia prepared as at and for the years ended December 31, 1996 and 1995 prepared in accordance with accounting principles generally accepted in Brazil, which appears in the Item 7 on form 8-K of The AES Corporation dated July 16, 1997 and to the reference to us under the heading "Experts" in the Prospectus and Prospectus Supplement which are part of such Registration Statement. Price Waterhouse Auditores Independiences Belo Horizonte, MG, Brazil July 16, 1997 -----END PRIVACY-ENHANCED MESSAGE-----