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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): March 27, 2001
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THE AES CORPORATION
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(exact name of registrant as specified in its
chapter)
DELAWARE 019281 54-1163725
(State of other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1001 NORTH 19TH STREET
ARLINGTON, VIRGINIA 22209
(address of principal executive officers) (zip code)
Registrant's telephone number, including area code: (703) 522-1315
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 27, 2001, The AES Corporation ("AES") completed
its acquisition of IPALCO Enterprises, Inc. ("IPALCO") through a share
exchange transaction in accordance with the Agreement and Plan of Share
Exchange dated as of July 15, 2000, between AES and IPALCO (the "Share
Exchange Agreement"). Consequently, IPALCO has become a wholly-owned
subsidiary of AES. IPALCO is an Indianapolis-based utility with 3,000 MW of
generation and 433,000 customers in and around Indianapolis.
At the effective time of the share exchange, each of the
outstanding 89,685,177 shares of IPALCO common stock was converted into the
right to receive 0.463 of a share of AES common stock, based on the average
of the closing sale price per share of AES common stock as reported on the
New York Stock Exchange Composite Tape on each of the 20 Consecutive Trading
days in the period from February 20 through March 19, 2001.
The purchase price for the acquisition was approximately
$2.1 billion based on the number of shares of AES common stock issued
multiplied by the closing price of AES common stock as of March 27, 2001.
The consideration for the acquisition consisted of newly
issued shares of AES common Stock. Following the share exchange, AES owns all
of the outstanding shares of capital stock of IPALCO. The transaction was
subject to certain conditions, including receipt of regulatory approvals,
including that of the Federal Energy Regulatory Commission and the Securities
and Exchange Commission ("SEC"). As part of the SEC approval process, AES
expects to restructure its ownership interests in CILCORP within two years in
order to continue as an exempt holding company under the Public Utility
Holding Company Act of 1935.
The foregoing description of the Share Exchange Agreement
does not purport to be complete and is qualified in its entirety by reference
to the Share Exchange Agreement (included in the AES Registration Statement
on Form S-4 filed on August 16, 2000 as amended on September 1, 2000,
September 14, 2000 and March 27, 2001).
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
As provided in Item 7(a)(4) of this Form 8-K, the requisite financial
statements shall be filed no later than 60 days after the date this report
is required to be filed. The Registrant undertakes to file such required
financial statements by means of an amendment to this Current Report on
Form 8-K as soon as practicable, but no later than June 9, 2001.
(b) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
As provided in Item 7(b)(2) of this Form 8-K, the requisite pro forma
financial information shall be filed no later than 60 days after the date
this report is required to be filed. The Registrant undertakes to file such
required pro forma financial information by means of an amendment to this
Current Report on Form 8-K as soon as practicable, but no later than June
9, 2001.
(c) EXHIBITS.
2.1 Agreement and Plan of Share Exchange dated as of July 15,
2000, between The AES Corporation and IPALCO Enterprises, Inc.
(incorporated by reference to the AES Registration Statement
on Form S-4 filed on August 16, 2000 as amended on September
1, 2000 September 14, 2000 and March 27, 2001).
99.1 Press Release issued by The AES Corporation dated
March 27, 2001.
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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/ William R. Luraschi
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Name: William R. Luraschi
Title: Vice President and Secretary
Date: April 10, 2001.
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EXHIBIT INDEX
2.1 Agreement and Plan of Share Exchange dated as of July 15,
2000, between The AES Corporation and IPALCO Enterprises, Inc.
(incorporated by reference to the AES Registration Statement
on Form S-4 filed on August 16, 2000 as amended on September
1, 2000 September 14, 2000 and March 27, 2001).
99.1 Press Release issued by The AES Corporation dated
March 27, 2001.
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