-----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, N5yqvhVH6/q4CeuLI2TkgB4Q6zO/ki35eRI14t83WJMny0Koz9s2Az+nowtM4alE Gr2zBUF5Lu7ZoAWXzGaw8w== 0001005150-97-000857.txt : 19971027 0001005150-97-000857.hdr.sgml : 19971027 ACCESSION NUMBER: 0001005150-97-000857 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19971021 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971024 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: SEC FILE NUMBER: 001-12291 FILM NUMBER: 97700532 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 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 October 21, 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 October 21, 1997, announcing the Company's third quarter earnings, (ii) the press release issued on October 21, 1997, announcing that the Company commenced private offerings of senior subordinated notes and convertible securities, and (iii) the press release issued on October 24, 1997, announcing pricing of privately placed offerings. Each press release is incorporated herein by reference to Exhibits 20.1, 20.2 and 20.3 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 20.1 Description News Release announcing the Company's third quarter earnings. The following is filed as an Exhibit to this Report. Exhibit Number 20.2 Description News Release announcing the Company's plans for private offerings of senior subordinated notes and convertible securities. The following is filed as an Exhibit to this Report. Exhibit Number 20.3 Description News Release announcing the Company's pricing of private offerings. 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: October 24, 1997 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 20.1 News Release announcing the Company's third quarter earnings. 20.2 News Release announcing the Company's plans for private offerings of senior subordinated notes and convertible securities. 20.3 News Release announcing the Company's pricing of private offerings. EX-20.1 2 EXHIBIT 20.1 EXHIBIT 20.1 FOR IMMEDIATE RELEASE - --------------------- AES REPORTS THIRD QUARTER EARNINGS OF $0.28 PER SHARE, BEFORE EXTRAORDINARY ITEMS 33% INCREASE OVER PREVIOUS YEAR - -------------------------------------------------------------------------------- ARLINGTON, VA, October 21, 1997 -- The AES Corporation (NYSE: AES) announced today that net income, before extraordinary items, was $50 million for the quarter ended September 30, 1997, an increase of 56% compared to $32 million for the third quarter of 1996. Earnings per share, before extraordinary items, were $0.28 for the quarter, compared to $0.21 for the same quarter in 1996. During the quarter, the Company incurred a $3 million after tax ($0.02 per share) extraordinary charge related to the early pre-payment of certain long-term debt. Revenues for the quarter were $358 million, up 75% compared to $205 million reported in the same period last year. For the first nine months of 1997, net income, before extraordinary items, was $132 million, a 48% increase compared to the first nine months of 1996. Earnings per share, before extraordinary items, for the first nine months of 1997 were $0.78, compared to $0.58 for the same period in 1996. Revenues for the first nine months of 1997 were $880 million, up 60% from the $551 million reported a year earlier. Total assets at the end of the quarter were approximately $6.6 billion, as compared to $3.6 billion at the end of 1996. During the third quarter, AES raised approximately $325 million in Senior Subordinated Notes and approximately $350 million in a common stock offering. Dennis W. Bakke, President and Chief Executive Officer, commented, "We again had an excellent quarter. Our plants operated extremely well. Constructed projects are progressing nicely. Furthermore, we continue to be excited about our newly acquired businesses." Roger W. Sant, Chairman, stated, "The new business environment in many parts of the world could not be better for a global power company. Governments continue to open the electric market, allowing for greenfield plants and privatization opportunities. Given the significant competition we face in the industry, we will probably lose more opportunities than we win. However, we try hard to demonstrate our discipline in the quality of projects we pursue and the price we are willing to offer." AES is a leading global power company that currently owns or has an interest in eighty-two power facilities totaling over 23,000 megawatts in the United States, Canada, Australia, Argentina, Brazil, Dominican Republic, Pakistan, the Netherlands, Hungary, Kazakhstan, China and the United Kingdom. In addition to having assets in excess of $6 billion, the Company has more than $5 billion of projects in construction or late stages of development. AES is dedicated to providing electricity worldwide in a socially responsible way. * * * * * For more general information visit our web site at www.aesc.com or contact investor relations at investing@aesc.com. The list aes-pr-announce is an automated mailing list and can be found on the investing page of our web site. Those who subscribe to this list will receive updates when AES issues a press release. that THE AES CORPORATION - -------------------
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE PERIODS ENDED SEPTEMBER 30,1997 AND 1996 - ----------------------------------------------------------------------------------------------------------------------------- Unaudited THREE THREE CHANGE MONTHS % MONTHS % FROM ENDED OF ENDED OF PREVIOUS % 09/30/97 SALES 09/30/96 SALES YEAR CHANGE - ----------------------------------------------------------------------------------------------------------------------------- ($ in millions, except per share amounts) REVENUES: Sales and services $ 358 100% $ 205 100% $ 153 75% OPERATING COSTS AND EXPENSES: Cost of sales and services 246 69% 122 59% (124) -102% Selling, general and administrative expenses 10 3% 8 4% (2) -25% Provision to reduce contract receivable 9 2% - - (9) -100% ------ ------ ------ Total operating costs and expenses 265 74% 130 63% (135) -104% ------ ------ ------ OPERATING INCOME 93 26% 75 37% 18 24% OTHER INCOME AND (EXPENSE): Interest expense (62) -18% (38) -19% (24) 63% Interest income 10 3% 6 3% 4 67% Equity in net earnings of affIiliates 28 8% 9 4% 19 211% ------ ------ ------ INCOME BEFORE INCOME TAXES, MINORITY INTEREST, AND EXTRAORDINARY ITEM 69 19% 52 25% 17 33% Income taxes 15 4% 16 8% 1 6% Minority interest 4 1% 4 2% - - ------ ------ --- ------ INCOME BEFORE EXTRAORDINARY ITEM 50 14% 32 15% 18 56% Extraordinary item - Net loss on extinguishment of debt (Less applicable income taxes of $2 million) (3) -1% - (3) -100% ------ ------ ------ NET INCOME $ 47 13% $ 32 15% $ 15 47% ====== ====== ====== NET INCOME PER SHARE: Before extraordinary loss $ 0.28 $ 0.21 $ 0.07 Extraordinary loss (0.02) - (0.02) ------ ------ ------ NET INCOME PER SHARE $ 0.26 $ 0.21 $ 0.05 ====== ====== ======
THE AES CORPORATION - -------------------
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE PERIODS ENDED SEPTEMBER 30,1997 AND 1996 - ----------------------------------------------------------------------------------------------------------------------------- UNAUDITED NINE NINE CHANGE MONTHS % MONTHS % FROM ENDED OF ENDED OF PREVIOUS % 09/30/97 SALES 09/30/96 SALES YEAR CHANGE - ----------------------------------------------------------------------------------------------------------------------------- ($ in millions, except per share amounts) REVENUES: Sales and services $ 880 100% $ 551 100% $ 329 60% OPERATING COSTS AND EXPENSES: Cost of sales and services 576 65% 321 58% (255) -79% Selling, general and administrative expenses 25 3% 23 4% (2) -9% Provision to reduce contract receivable 19 2% - - (19) -100% ------ ------ --- ------ Total operating costs and expenses 620 70% 344 62% (276) -80% ------ ------ ------ OPERATING INCOME 260 30% 207 38% 53 26% OTHER INCOME AND (EXPENSE): Interest expense (154) -18% (97) -18% (57) 59% Interest income 28 3% 16 3% 12 75% Equity in net earnings of affiliates 58 7% 16 3% 42 263% ------ ------ --- ------ INCOME BEFORE INCOME TAXES, MINORITY INTEREST, AND EXTRAORDINARY ITEM 192 22% 142 26% 50 35% Income taxes 50 6% 47 9% (3) -6% Minority interest 10 1% 6 1% (4) -67% INCOME BEFORE EXTRAORDINARY ITEM 132 15% 89 16% 43 48% Extraordinary item - Net loss on extinguishment of debt (Less applicable income taxes of $2 million) (3) 0% - 0% (3) -100% ------ ------ --- ------ NET INCOME $ 129 15% $ 89 16% $ 40 45% ====== ====== ====== NET INCOME PER SHARE: Before extraordinary loss $ 0.78 $ 0.58 $ 0.20 Extraordinary loss (0.02) - (0.02) ------ ------ ------ NET INCOME PER SHARE $ 0.76 $ 0.58 $ 0.18 ====== ====== ====== * * * * *
EX-20.2 3 EXHIBIT 20.2 EXHIBIT 20.2 FOR IMMEDIATE RELEASE - --------------------- AES ANNOUNCES PLANS FOR PRIVATE OFFERINGS - -------------------------------------------------------------------------------- ARLINGTON, VA, October 21, 1997 -- The AES Corporation (NYSE: AES) today announced that it had commenced private offerings of senior subordinated notes and convertible securities with an expected aggregate value of approximately $800 million. If consummated, a large portion of the proceeds of the offerings, together with approximately $600 million of non-recourse bank financing, would be used to finance AES's winning bid for the acquisition of approximately 90% of the common shares of Companhia Centro-Oeste de Distribuicao de Energia Electrica ("CCODEE") previously announced by AES. The securities offered have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. EX-20.3 4 EXHIBIT 20.3 EXHIBIT 20.3 FOR IMMEDIATE RELEASE - --------------------- AES ANNOUNCES PRICING OF COMBINED $800 MILLION PRIVATE PLACEMENTS ----------------------------------------------------------------- ARLINGTON, VA, October 24, 1997 -- The AES Corporation (NYSE: AES) announced today that it priced its combined $800 million private placements, consisting of $375 million of senior subordinated notes due 2007 (the "2007 Notes"), $125 million of senior subordinated debentures due 2027 (the "2027 Debentures"), and $300 million of trust convertible preferred securities (the "Convertible Securities") on October 24, 1997. The interest rate on the 2007 Notes was set at 8.50% with an original issue price of 99.80%. The interest rate on the 2027 Debentures was set at 8.875% with an original issue price of 97.04%. The Convertible Securities were priced with a dividend yield of 5 1/2%, and a 25% conversion premium. The offerings are expected to close on October 29, 1997. 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. -----END PRIVACY-ENHANCED MESSAGE-----