SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20579
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) - November 12, 1996
AES China Generating Co. Ltd.
(Exact name of registrant as specified in its charter)
Bermuda 0-23148 98-0152612
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
3/F(W), Golden Bridge Plaza
No. 1(A) Jianguomenwai Avenue
Beijing, 100020
Peoples Republic of China N/A
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (8610) 6508-9619
ITEM 5. OTHER EVENTS
On November 12, 1996, the Registrant entered into an Agreement
and Plan of Amalgamation, dated as of November 12, 1996, between The
AES Corporation ("AES") and the Registrant (the "Amalgamation
Agreement"). Pursuant to the Amalgamation Agreement, a wholly-owned
subsidiary of AES will amalgamate with the Registrant (the
"Amalgamation") and following the Amalgamation the Registrant shall
become a wholly owned subsidiary of AES. In the Amalgamation,
shareholders of the Registrant will receive shares of AES common
stock at an exchange rate of .29 shares of AES common stock for each
share of Registrant common stock within an AES share price range of
$45 to $50. If AES common stock trades above $50 per share, the
exchange ratio will be adjusted such that each shareholder of the
Registrant will receive shares of AES common stock valued at $14.50
per Registrant share. If AES common stock trades below $45 per
share, the exchange ratio will be adjusted such that each shareholder
of the Registrant will receive shares of AES common stock valued at
$13.05 per Registrant share. For purposes of determining the
exchange ratio, the price of AES common stock shall be calculated as
an average closing price over 15 trading days leading up to the
Amalgamation. If the exchange ratio is adjusted to be greater than
.31, AES is not required to consummate the transaction. If the
exchange ratio is adjusted to be less than .28, the Registrant is not
required to consummate the transaction.
The Amalgamation remains subject to various conditions,
including the approval of the Class A shareholders of the Registrant.
The foregoing is qualified in its entirety by reference to the
Amalgamation Agreement and the Registrant's press release dated
November 12, 1996, copies of which are attached as exhibits hereto
and which are hereby incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(2)(a) Agreement and Plan of Amalgamation, dated as of November
12, 1996, between The AES Corporation and the Registrant
(20) Press Release dated November 12, 1996 (incorporated by
reference from Exhibit 20.4 to the Current Report on Form 8-K
of The AES Corporation filed with the Securities and
Exchange Commission on November 13, 1996).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
AES CHINA GENERATING CO. LTD.
Date: November 13, 1996 By: /s/ Jeffery A. Safford
----------------------------
Name: Jeffery A. Safford
Title: Vice President and
Chief Financial Officer
EXHIBIT INDEX
Sequentially
Exhibit Description Numbered Page
------- ----------- -------------
(2)(a) Agreement and Plan of
Amalgamation, dated as of
November 12, 1996, between The
AES Corporation and the
Registrant
(20) Press Release (incorporated by
reference from Exhibit 20.4 to
the Current Report on Form 8-K
of The AES Corporation filed
with the Securities and
Exchange Commission on
November 13, 1996)