-----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, EV+8CS8b5o1KCFnbZ/PC5nN3GTCbIB2lJCmz/q9Fgg4/Wb87OclU7MEXklNLYquz Ho0z58XE0Z5hOF1Qlt36kQ== 0000893838-97-000076.txt : 19970523 0000893838-97-000076.hdr.sgml : 19970523 ACCESSION NUMBER: 0000893838-97-000076 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970508 ITEM INFORMATION: Changes in control of registrant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970522 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AES CHINA GENERATING CO LTD CENTRAL INDEX KEY: 0000916792 STANDARD INDUSTRIAL CLASSIFICATION: COGENERATION SERVICES & SMALL POWER PRODUCERS [4991] IRS NUMBER: 000000000 FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-05798 FILM NUMBER: 97612804 BUSINESS ADDRESS: STREET 1: ALLIED CAPITAL RESOURCES BLDG - 9TH FLRC STREET 2: 32-38 ICE HOUSE ST CITY: CENTRAL HONG KONG STATE: K3 BUSINESS PHONE: 8528425111 MAIL ADDRESS: STREET 1: ALLIED CAPITAL RESOURCES BLDG 9TH FL STREET 2: 32-38 ICE HOUSE STREET CITY: CENTRAL HOND KONG STATE: K3 ZIP: 00000 8-K 1 FORM 8-K UNITED STATES 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 May 22, 1997 (May 8, 1997) --------------------------------------------------------------------------- Date of Report (Date of earliest event reported) AES China Generating Co. Ltd. --------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Bermuda 0-23148 98-0152612 --------------------------------------------------------------------------- State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 3/F(W), Golden Bridge Plaza, No. 1(A) Jianguomenwai Avenue, Beijing 100020 People's Republic of China --------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (8610) 6508-9619 ---------------------- INFORMATION TO BE INCLUDED IN THE REPORT Item 1. Changes in Control of Registrant. - ------ -------------------------------- The AES Corporation, a Delaware corporation ("AES"), and AES China Generating Co. Ltd., a Bermuda company ("AES Chigen"), have announced that the amalgamation (the "Amalgamation") of AES Acquisition Co. Ltd., a wholly-owned subsidiary of AES ("AES Sub"), with and into AES Chigen, pursuant to an amalgamation agreement among AES, AES Chigen and AES Sub (the "Amalgamation Agreement"), has been approved by the Bermuda authorities, as a result of which the Amalgamation became effective on May 8, 1997. As a result of the effectiveness of the Amalgamation, AES Chigen has become a wholly-owned subsidiary of AES. The Class A Common Stock of AES Chigen has been converted into the right to receive AES Common Stock on the basis of 0.29 of a share of AES Common Stock for each share of Class A Common Stock. AES Chigen's Class A Common Stock represented approximately 52% of AES Chigen's total issued equity. Prior to the effectiveness of the Amalgamation, AES owned all of AES Chigen's Class B shares which represented approximately 48% of AES Chigen's total issued equity. The new directors of AES Chigen are Dennis W. Bakke, Roger W. Sant and Robert F. Hemphill, Jr. Item 7. Financial Statements and Exhibits. - ------ --------------------------------- (c) Exhibits. -------- 2.1 Amended and Restated Agreement and Plan of Amalgamation dated as of November 12, 1996 by and among The AES Corporation, AES China Generating Co. Ltd. and AES Acquisition Co. Ltd. (Incorporated herein by reference to Exhibit 2.1 to Registration Statement (No. 333-22513) on Form S-4 filed by The AES Corporation with the Securities and Exchange Commission on February 28, 1997.) SIGNATURE --------- Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned thereunto duly authorized. AES China Generating Co. Ltd. ------------------------------ (Registrant) By /s/ Jeffery A. Safford ------------------------------- Jeffery A. Safford Vice President and Chief Financial Officer Date: May 22, 1997 2 -----END PRIVACY-ENHANCED MESSAGE-----