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) - January 30, 1997 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 The AES Corporation ("AES") has offered to remove the $14.50 per share cap on the value to be received by Class A shareholders of AES China Generating Co. Ltd ("AES ChiGen") pursuant to the previously announced amalgamation transaction involving AES ChiGen and a sub- sidiary of AES by removing the possibility of a downward adjustment to the 0.2900 exchange ratio in the event that the price for AES's common stock trades above $50 per share. The actual number of shares of AES Common Stock to be received by Class A shareholders of AES ChiGen will be 0.2900 of a share of AES Common Stock for each share of AES ChiGen Class A Common Stock, provided that the average closing price of AES Common Stock on the NYSE is at least $45.00 during the measuring period. The measuring period begins 18 trading days and ends 3 trading days before the AES ChiGen special meeting. The date for the Special Meeting has not yet been set. An amended amalgamation agreement, reflecting the increased offer, will be presented in the near future to the Special Committee of Class A Directors and the entire Board of Directors of AES ChiGen for their consideration. 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: February 5, 1997 By: /s/ Jeffery A. Safford Name: Jeffery A. Safford Title: Vice President and Chief Financial Officer