As filed with the Securities and Exchange Commission on March 27, 2001,
Registration No. 333-43908
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
POST EFFECTIVE
AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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The AES Corporation
(Exact name of registrant as specified in its charter)
DELAWARE 4991 54-1163725
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classification Identification No.)
incorporation Code Number)
or organization)
---------------------
1001 NORTH 19TH STREET
ARLINGTON, VIRGINIA 22209
(703) 522-1315
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
---------------------
BARRY J. SHARP
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
THE AES CORPORATION
1001 NORTH 19TH STREET
ARLINGTON, VIRGINIA 22209
(703) 522-1315
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------
COPIES TO:
RONALD C. BARUSCH, ESQ. RICHARD HALL, ESQ.
PANKAJ K. SINHA, ESQ. CRAVATH, SWAINE & MOORE
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 825 EIGHTH AVENUE
1440 NEW YORK AVENUE, N.W. NEW YORK, NEW YORK 10019
WASHINGTON, D.C. 20005
(202) 371-7000
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APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF THE
SECURITIES TO THE PUBLIC: As soon as practicable following the effectiveness of
this Registration Statement and after all other conditions under the share
exchange agreement are satisfied or waived.
If the securities being registered on this form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended
(the "Securities Act"), check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. /X/ Registration No. 333-43908
================================================================================
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 (the "Amendment") to the
Registration Statement on Form S-4 (File No. 333-43908) of The AES Corporation
(the "Registration Statement") is being filed pursuant to Rule 462(d) under the
Securities Act of 1933, as amended, for the sole purpose of filing two
additional exhibits to the Registration Statement and, accordingly, shall become
effective immediately upon filing with the Securities and Exchange Commission
(the "Commission"). After giving effect to this Amendment, the Registration
Statement consists of the Registration Statement as filed with the Commission at
the time it became effective on September 7, 2000, as supplemented by the
Post-Effective Amendment No.1, filed September 14, 2000, as further supplemented
by this Amendment.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
EXHIBIT
NUMBER DESCRIPTION
------- -----------
2.1 Agreement and Plan of Share Exchange dated as of July 15, 2000,
between The AES Corporation and IPALCO Enterprises, Inc.
(included as Annex A to the proxy statement/prospectus).
2.2 Opinion of UBS Warburg LLC (included as Annex B to the proxy
statement/prospectus).
3.1 Sixth Amended and Restated Certificate of Incorporation of The
AES Corporation (incorporated by reference to Exhibit 3.1 to The
AES Corporation Quarterly Report on Form 10-Q filed May 15,
2000).
3.2 The AES Corporation By-laws, as amended (incorporated by
reference to Exhibit 3.2 to The AES Corporation Quarterly Report
on Form 10-Q filed August 14, 1998).
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the
legality of the securities.
8.1* Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding tax
matters.
8.2* Opinion of Cravath, Swaine & Moore regarding tax matters.
23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (set forth in
Exhibit 5.1).
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (set forth in
Exhibit 8.1).
23.3 Consent of Cravath, Swaine & Moore (set forth in Exhibit 8.2).
23.4 Consent of Deloitte & Touche LLP (AES).
23.5 Consent of Deloitte & Touche LLP (IPALCO).
23.6 Consent of UBS Warburg LLC.
24.1 Powers of Attorney.
99.1 Form of IPALCO Enterprises, Inc. Proxy.
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* Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant has duly caused this Post-Effective Amendment No. 2 to
the Registration Statement on Form S-4 to be signed on its behalf by the
undersigned, thereunto duly authorized, in Arlington, Virginia, on the 27th day
of March, 2001.
THE AES CORPORATION
By: /s/ William R. Luraschi
-----------------------------------
William R. Luraschi
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
*/s/ Roger W. Sant Chairman of the Board March 27, 2001
-----------------------------
Roger W. Sant
*/s/ Dennis W. Bakke President, Chief Executive March 27, 2001
----------------------------- Officer (principal
Dennis W. Bakke executive officer and
Director
*/s/ Alice F. Emerson Director March 27, 2001
-----------------------------
Dr. Alice F. Emerson
*/s/ Robert F. Hemphill, Jr. Director March 27, 2001
-----------------------------
Robert F. Hemphill, Jr.
*/s/ Frank Jungers Director March 27, 2001
-----------------------------
Frank Jungers
*/s/ Hazel R. O'Leary Director March 27, 2001
-----------------------------
Hazel R. O'Leary
*/s/ Thomas I. Unterberg Director March 27, 2001
-----------------------------
Thomas I. Unterberg
*/s/ Robert H. Waterman, Jr. Director March 27, 2001
-----------------------------
Robert H. Waterman, Jr.
*/s/ Barry J. Sharp Senior Vice President and March 27, 2001
----------------------------- Chief Financial Officer
Barry J. Sharp (principal financial and
accounting officer)
*By:/s/ William R. Luraschi
-----------------------------
William R. Luraschi
Attorney-in-fact
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
2.1 Agreement and Plan of Share Exchange dated as of July 15, 2000,
between The AES Corporation and IPALCO Enterprises, Inc.
(included as Annex A to the proxy statement/prospectus).
2.2 Opinion of UBS Warburg LLC (included as Annex B to the proxy
statement/prospectus).
3.1 Sixth Amended and Restated Certificate of Incorporation of The
AES Corporation (incorporated by reference to Exhibit 3.1 to The
AES Corporation Quarterly Report on Form 10-Q filed May 15,
2000).
3.2 The AES Corporation By-laws, as amended (incorporated by
reference to Exhibit 3.2 to The AES Corporation Quarterly Report
on Form 10-Q filed August 14, 1998).
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the
legality of the securities.
8.1* Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding tax
matters.
8.2* Opinion of Cravath, Swaine & Moore regarding tax matters.
23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (set forth in
Exhibit 5.1).
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (set forth in
Exhibit 8.1).
23.3 Consent of Cravath, Swaine & Moore (set forth in Exhibit 8.2).
23.4 Consent of Deloitte & Touche LLP (AES).
23.5 Consent of Deloitte & Touche LLP (IPALCO).
23.6 Consent of UBS Warburg LLC.
24.1 Powers of Attorney.
99.1 Form of IPALCO Enterprises, Inc. Proxy.
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* Filed herewith