SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8A/A
AMENDMENT No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE AES CORPORATION
(Exact Name of
Registrant as Specified in Its Charter)
Delaware |
541163725 | |||
(State of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
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1001 North 19th Street, Arlington Virginia |
22209 | |||
(Address of Principal Executive Offices) |
(Zip Code) | |||
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. x |
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. o |
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Securities Act registration statement file number to which this form relates: |
33339857 (If applicable) |
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Securities to be registered pursuant to Section 12(b) of the Act: |
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Title
of Each Class to be so Registered |
Name
of Each Exchange on Which Each Class is to be Registered |
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8% Senior Notes Due 2008 |
|
New York Stock Exchange | ||
Securities to be registered pursuant to Section 12(g) of the Act: None |
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(Title
of Class) |
The undersigned hereby amends its Registration Statement (the Registration Statement) on Form 8-A filed on December 11, 1998 relating to its 8.00% Senior Notes, Series A, Due 2008 (the 8.00% Senior Notes) to reflect the change described below.
Item 1: Description of Registrants Securities to be Registered
On April 2, 2003, The AES Corporation (NYSE: AES) (the Registrant) announced the successful completion of a consent solicitation relating to certain of its debt securities including the 8.00% Senior Notes. On April 3, 2003, as a result of the successful completion of the consent solicitation, the Senior Indenture dated December 8, 1998 between the Registrant and Wells Fargo Bank, National Association, as successor trustee to Bank One National Association (formerly known as The First National Bank of Chicago), which governs the 8.00% Senior Notes, was amended by the execution of the Ninth Supplemental Indenture (as described below) to conform the definition of Material Subsidiary contained therein to the definition of Material Subsidiary contained in the indenture governing the Registrants recently issued senior secured notes due 2005. The Ninth Supplemental Indenture dated April 3, 2003 between the Registrant and Wells Fargo Bank Minnesota, National Association, as trustee is attached hereto as an Exhibit and incorporated by reference herein.
Item 2: Exhibit
Ninth Supplemental Indenture dated April 3, 2003 between the Registrant and Wells Fargo Bank Minnesota, National Association, as Trustee.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.
THE AES CORPORATION |
By: | /s/
Brian Miller |
Name:
Brian Miller Title: Deputy General Counsel and Secretary |
Date: May 27, 2003
THE AES CORPORATION
as Issuer
AND
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
as Trustee
_________________________
NINTH SUPPLEMENTAL INDENTURE
Dated as of April 3, 2003
TO
SENIOR INDENTURE
Dated as of December 8, 1998
_________________________
The Ninth Supplemental INDENTURE, is dated as of this April 3, 2003 (the Ninth Supplemental Indenture), between THE AES CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter sometimes referred to as the Company), and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, a national banking association, as trustee (hereinafter sometimes referred to as the Trustee or Wells Fargo).
WHEREAS, the Company entered into a Senior Indenture dated as of December 8, 1998, as may be amended or supplemented from time to time (the Indenture) between the Company and Bank One, National Association (formerly known as The First National Bank of Chicago) (Bank One), to provide for the future issuance of its senior debentures, notes or other evidences of indebtedness to be issued from time to time in series as might be determined by the Company pursuant to the Indenture and, in an unlimited aggregate principal amount; and
WHEREAS, the Company executed and delivered a First Supplemental Indenture, a Second Supplemental Indenture, a Third Supplemental Indenture, a Fourth Supplemental Indenture, a Fifth Supplemental Indenture, a Sixth Supplemental Indenture, a Seventh Supplemental Indenture and an Eighth Supplemental Indenture (the Supplemental Indentures), each between the Company and Bank One, as trustee, providing for the issuance of the Companys 8.00% Senior Notes Due 2008, 9.50% Senior Notes Due 2009, 9.375% Senior Notes Due 2010, 8.75% Senior Notes Due 2002, 8.875% Senior Notes Due 2011, 8.375% Senior Notes Due 2011, 8.75% Senior Notes Due 2008 and 7.375% Remarketable or Redeemable Securities Due 2013, respectively, (collectively, the Senior Debt Securities); and
WHEREAS, Bank One has subsequently assigned its rights and obligations as trustee under the Indenture to Wells Fargo; and
WHEREAS, Section 9.2 of the Indenture provides that the Indenture may be amended by the Company and the Trustee with the consent of the holders of not less than a majority in aggregate principal amount of the outstanding Securities of all series affected by such amendment (all such series voting as a separate class); and
WHEREAS, holders of not less than a majority in aggregate principal amount of the Senior Debt Securities have given and not revoked their consent to the execution by the Company and the Trustee of the amendment set forth in this Ninth Supplemental Indenture; and
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WHEREAS, all conditions and requirements necessary to make this Ninth Supplemental Indenture a valid and binding instrument in accordance with its terms and the terms of the Indenture have been satisfied.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the Company and the Trustee hereby covenant and agree as follows:
SECTION 1. Defined Terms. For all purposes of this Ninth Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires, all capitalized terms defined herein and in the Indenture or any of the Supplemental Indentures shall have the meanings assigned to them herein. All capitalized terms not defined herein shall have the meanings assigned to them in the Indenture. Unless otherwise expressly specified, all references to a Section herein refer to a section of this Ninth Supplemental Indenture.
SECTION 2. Amendment Of Section 1.1 Of Indenture. Section 1.1 of the Indenture is hereby amended by replacing the definition of Material Subsidiary contained therein with the following definition:
Material Subsidiary of any Person means, as of any date, any Subsidiary of which such Persons proportionate share of such Subsidiarys total assets (after intercompany eliminations) exceeds 15 percent of the total assets of such Person on a consolidated basis.
SECTION 3. Ratification. The Indenture, as supplemented by this Ninth Supplemental Indenture, is in all respects ratified and confirmed. This Ninth Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent provided herein and therein.
SECTION 4. Counterparts. This Ninth Supplemental Indenture may be executed in any number of counterparts each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Ninth Supplemental Indenture to be duly executed and attested, on the date or dates indicated in the acknowledgments and as of the day and year first above written.
THE AES CORPORATION |
By: | /s/
Barry J. Sharp |
Name: Barry
J. Sharp Title: Executive Vice President and Chief Financial Officer |
Attest: |
By: | /s/
Leith Mann |
Name:
Leith Mann Title: Assistant Secretary |
WELLS
FARGO BANK MINNESOTA, NATIONAL ASSOCATION as Trustee |
By: | /s/
Jeffery Rose |
Name:
Jeffery Rose Title: Corporate Trust Officer |
Attest: |
By: | /s/
Curtis D. Schwegman |
Name:
Curtis D. Schwegman Title: Vice President |