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
Date of report (Date of earliest event reported) NOVEMBER 16, 1998
THE AES CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
0-19281
(Commission File Number)
54-1163725
(IRS Employer Identification No.)
1001 NORTH 19TH STREET
ARLINGTON, VA 22209
(Address of Principal Executive Offices, Including Zip Code)
(703) 522-1315
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
(Former Name or Former Address, if changed since last report)
ITEM 5. Other Events
On November 18, 1998, the Company won a bid in Panama to acquire a 49%
controlling interest in Empresa de Generacion Chiriqui S.A. ("EGE Chiriqui") and
Empresa de Generacion Bayano ("EGE Bayano") for $91 million from Instituto de
Recursos Hidraulicos y Electrificacion ("IRHE"), a government-owned utility.
IRHE will retain 49% of the companies and sell 2% to employees. EGE Bayano is
comprised of a 150 MW hydro facility and 42 MW of thermal capacity, located near
Panama City. EGE Chiriqui is comprised of two existing run-of-river hydro
facilities for a total of 90 MW, in western Panama. Part of the acquisition
includes adding 133 MW of hydroelectric generating capacity in a project called
Esti. With the Esti expansion, AES will provide close to 40% of the generating
capacity of Panama's 1067 MW. Both businesses will deliver power under the terms
of 5-year power purchase agreements and, thereafter, will sell into the spot
market or enter into new contracts with the current distribution company
purchasers.
On November 19, 1998, the Company was selected by the Government of Sri
Lanka as the preferred bidder to develop a 160 MW combined-cycle power plant to
be located at Kelanitissa at a cost of about $100 million. In accordance with
the selection, the Government of Sri Lanka will issue a letter of intent for the
greenfield project to a new project company formed by a consortium led by AES
and Hayley's Engineering Ltd. AES will build, own, operate and transfer a power
plant under the terms of a 20-year concession. Power from the plant is to be
sold into Sri Lanka's national electricity transmission grid. It is expected
that the open-cycle mode of the plant will reach 100 MW of capacity by 2000,
with commencement of combined-cycle operations increasing capacity to 160 MW by
2001.
On November 23, 1998, the Company and CILCORP Inc. ("CILCORP") executed
a definitive agreement under which AES will acquire all of CILCORP's 13,610,680
common shares at a price of $65 per share, or approximately $885 million.
CILCORP, formed in 1985 and headquartered in Peoria, Illinois, is an energy
services company whose largest subsidiary, Central Illinois Light Company, is an
85 year-old gas and electric utility serving approximately a quarter of a
million retail customers in central Illinois. In 1997, CILCORP had consolidated
revenues of $976 million and net assets of $1.3 billion. CILCORP and its
subsidiaries employ approximately 1,800 people. The transaction, under which
CILCORP will become a wholly-owned subsidiary of AES, requires the approval of
CILCORP shareholders and is subject to regulatory approvals by the Federal
Energy Regulatory Commission, the Illinois Commerce Commission and the
Securities and Exchange Commission.
Although the Company does not have committed financing for the
foregoing acquisitions and development projects, as well as previously announced
but not yet consummated projects, it plans to obtain financing through one or
any combination of the following: (i) the issuance of project financing debt by
subsidiaries of the Company; (ii) the issuance of debt by the Company; (iii) the
issuance of equity by the Company; (iv) borrowings under the Company's revolving
credit facility; and (v) cash on hand. Although the Company believes that such
financings will be available on acceptable terms, there can be no assurance that
the Company will be successful in obtaining such financings and the Company's
obligations to consummate such acquisitions and development projects are not
subject to the Company's ability to obtain financing therefor.
SIGNATURES
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 hereunto duly authorized.
THE AES CORPORATION
By: /s/ Barry J. Sharp
----------------------------
Barry J. Sharp
Senior Vice President
and Chief Financial Officer
Date: November 30, 1998
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
10.1 Agreement and Plan of Merger among The AES Corporation,
Cilcorp, Inc., and Midwest Energy, Inc., dated as of
November 22, 1998.