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###### Securities and Exchange Commission

          - [Release No. 35-27332]

Notice is hereby given that the following filing has been made with the Commission pursuant to provisions of the Act and rules promulgated under the Act. All interested persons are referred to the application for a complete statement of the proposed transaction summarized below. The application and any amendments are available for public inspection through the Commission's Branch of Public Reference.

Interested persons wishing to comment or request a hearing on the application should submit their views in writing by January 23, 2001, to the Secretary, Securities and Exchange Commission, Washington, DC 20549-0609, and serve a copy on the relevant applicants at the address specified below. Proof of service (by affidavit or, in the case of an attorney at law, by certificate) should be filed with the request. Any request for hearing should identify specifically the issues of facts or law that are disputed. A person who so requests will be notified of any hearing, if ordered, and will receive a copy of any notice or order issued in the matter. After January 23, 2001, the application as filed or as amended may be granted.

## AES Corporation, Dennis W. Bakke and Roger W. Sant (70-9779)

                    The AES Corporation (“AES”), an electric public-utility holding company exempt from registration under section                           ( print page 1162)                        3(a)(5) of the Act,[1]                                          Dennis W. Bakke and Roger W. Sant, all at 1001 North 19th Street, Arlington, VA 22209, have filed an application (“Application”) under sections 9(a)(2) and 3(a)(5) of the Act.                

AES requests approval of its proposal acquisition of all of the equity securities of IPALCO Enterprises, Inc., (“IPALCO”), an electric and gas public-utility holding company exempt from registration under section 3(a)(1) by rule 2. AES also requests an order under section 3(a)(5) exempting it from all provisions of the Act other than section 9(a)(2) following its acquisition of IPALCO.

Dennis W. Bakke and Roger W. Sant, are, respectively, AES's President and Chief Executive Officer, and the Chairman of its Board of Directors. Each owns more than 5% of AES's common stock. They request approval of their indirect acquisition of interests in IPALCO.

AES, incorporated in Delaware, is a United States-based multinational electric power generation and energy distribution company with operations in sixteen countries worldwide. AES currently owns all of the common stock of CILCORP Inc. (“CILCORP”), an Illinois public-utility holding company exempt from registration under section 3(a)(1) by rule 2, and the parent of Central Illinois Light Company (“CILCO”), an electric and gas utility company. CILCO is engaged in the generation, transmission, distribution and sale of electric energy in an area of approximately 3,700 square miles in central and east-central Illinois, and the purchase, distribution, transportation and retail sale of natural gas in an area of approximately 4,500 square miles also in central and east-central Illinois.

                    AES is engaged principally in the development, ownership and operation of electric generating plants and electric and gas distribution companies. With the exception of CILCO, all AES plants and companies are, or are owned by, exempt wholesale generators (as defined in section 32 of the Act), foreign utility companies (as defined in section 33 of the Act), or qualifying facilities under the Public Utility Regulatory Policies Act of 1978. On an actual                     *pro rata*                     consolidated basis as of December 31, 1999, over 97% of AES' revenues for that year were from electric generation and distribution activities. AES's other activities include the sale of steam and other commodities connected with its cogeneration operations, as well as operational, construction and project development services, and gas and power marketing.                

IPALCO has one public-utility subsidiary, Indianapolis Power & Light Company (“IPL”), which is principally engaged in the generation, transmission, distrubiton and sale of electric energy in a region of central Indiana within about forty miles of the city of Indianapolis, and the sale of steam within a limited area in that city. As of December 31, 1999, IPL served approximately 433,025 retail electric customers, and its electric utility assets totaled $1.9 billion. For the year 1999 its electric utility revenues were $800.4 million. IPL owns and operates three primarily coal-fired electric generating plants, one coal and gas-fired steam production plant, and a separately sited gas-fired combustion turbine. These facilities have a total gross nameplate rating of 3,104 megawatts, and a gross steam generation capacity of 1,990 megapounds per hour.

Under an Agreement and Plan of Share Exchange (“Share Exchange Agreement”) dated as of July 15, 2000, between AES and IPALCO, the two companies propose to effect a share exchange through which IPALCO will become a wholly owned subsidiary of AES (“Transaction”). Each outstanding share of IPALCO common stock would be converted into the right to receive shares of AES common stock with a market value of $25.00 (subject to adjustment as described in the Share Exchange Agreement). Following the Transaction, AES would own IPALCO as a first-tier subsidiary, and IPALCO's direct and indirect subsidiaries, including IPL, will retain their current relationship with IPALCO. IPALCO would continue to claim exemption under section 3(a)(1) by rule 2.

AES states it will commit to enter into an agreement with an unaffiliated person within three years from completion of the Transaction to divest its ownership of all utility assets of CILCO subject to the jurisdiction of the Commission. AES states that it has held preliminary discussions with potential acquirors of CILCO's utility assets. Upon completion of this divestiture, IPL would be the only public-utility subsidiary of AES.

AES further asserts that it will qualify for the requested exemption under section 3(a)(5) of the Act following the Transaction because it will not derive a material part of its income, directly or indirectly, from one or more companies whose principal business within the United States is that of a public-utility company.

Mr. Bakke and Mr. Sant owns 8.31 percent and 9.94 percent, respectively, of AES's common stock. They are thus indirect affiliates, as defined in section 2(a)(11)(a) of the Act, of CILCO, and as a result of the Transaction, would become indirect affiliates of IPL. They request approval under sections 9(a)(2) and 10 of their acquisition, through AES, of an indirect interest in IPL.

For the Commission, by the Division of Investment Management, under delegated authority.

Margaret H. McFarland,

Deputy Secretary.

# Footnotes

1.                             Holding Co. Act Release No. 27063 (August 20, 1999).                    
        Back to Citation      

[FR Doc. 01-314 Filed 1-4-01; 8:45 am]

BILLING CODE 8010-01-M